Amendment No.4 to Concession Agreement with First Class Parking Systems, LLC 2022-32PO
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AMENDMENT NO.4 TO CONCESSION AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND •
FIRST CLASS PARKING SYSTEMS, LLC.
TO PROVIDE VALET PARKING SERVICES AT THE FILLMORE AT THE JACKIE GLEASON
THEATER OF THE PERFORMING ARTS, MIAMI BEACH CONVENTION CENTER,AND
OTHER CITY PROPERTIES,AS MAY BE REQUIRED, PURSUANT TO REQUEST FOR
PROPOSALS(RFP) NO.2018-11-WG 8/15/2022 I 8:33 EDT
This Amendment No. 4 ("Amendment") to the Concession Agreement, dated November 27,
2018 (Agreement), by and between the City of Miami Beach, Florida, a municipal
corporation organized and existing under the laws of the State of Florida, having its principal
• place of business at'1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"),
and First Class Parking Systems, LLC, a Florida limited liability company, with offices at
12550 Biscayne Boulevard, Suite 207, Miami, Florida, 33181 ("Concessionaire"); is entered
into this clay of , 2022:
RECITALS
WHEREAS, on July 25, 2018, the Mayor and City Commission adopted Resolution
Number 2018-30399, approving the award of Request for Proposals("RFP") No. 2018- 166-
WG for Valet Parking Services on City-owned property (the "RFP") to First Class Parking
System, LLC ("Concessionaire"); and
WHEREAS, on November 26, 2018, the City and. Concessionaire executed the
Agreement with respect to the Valet Parking Services at the Fillmore, at the Jackie Gleason
Theater of the Preforming Arts, Miami Beach Convention Center, and other City properties,
( as may be required, for an initial term of one (1) year, commencing on November 1, 2018
and ending on October 31, 2019, with four(4)additional one-year renewal terms, subject to
approval of the City Manager; and
WHEREAS,, on November 1, 2019, the City and Concessionaire executed .i
Amendment No. 1 to the Agreement, approving the first one-year renewal term, beginning
on November 1, 2019 and ending on October 31, 2020, and modifying the financial terms,
as contemplated under the Agreement during each annual renewal term; and
WHEREAS, due to the impacts of the COVID-19/novel Coronavirus pandemic, the
parties availed themselves of the force majeure provision of the Agreement, and agreed to
{ suspend Services under the Agreement,effective April 1,2020("Suspension Date"), until the
effective date in which the Parking Department Director advises, in writing, that Services may 4 f
resume("Suspension Period"),which agreement is memorialized in a letter agreement dated
March 27, 2020 ("Suspension Letter");and 6 !
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WHEREAS, on September 25, 2020, the City and Concessionaire executed
Amendment No. 2 to the Agreement, to correct the commencement date of the Agreement € i
to reflect October 1,2018, and accordingly, correct the contract year to start October 1st and
go through September 301"; and also to clarify Section 3.2.3 of the Agreement to clearly
reflect the parties' intent; and
WHEREAS, Amendment No. 2 also reflects that during the Suspension Period, the
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Venues may require valet services, on a demand basis ("Temporary Services"), and the
undersigned parties agreed that Concessionaire would exclusively provide such valet
services from the Effective Date of Amendment No. 2 (September 25, 2020) and continuing
through and including the expiration date of the Suspension Period or January 31, 2021,
whichever occurs first(Temporary Services Period); and
WHEREAS,Amendment No.2 also amended the Agreement to reflect that during the
Temporary Services Period, Concessionaire would be paying the City a monthly Concession
Fee of twelve percent (12%) of the total monthly Gross Receipts (as defined in subsection
4.4)for all transactions("Temporary Services Period Concession Fee"),payable every month
by no later than the fifteenth (15th) day of the corresponding month; and that during the
Temporary Services Period, the Concession Fees set forth in Section 3.2 (including the
Minimum Guarantee of $17,900 a month, the Excess Transaction Fee and Percentage of
{ Gross Receipts) would be abated and replaced with the Temporary Services Period
Concession Fee; and
WHEREAS, on January 13, 2021, the Mayor and City Commission adopted
Resolution No. 2021-31543, approving the extension of the modified financial terms
- approved under Amendment No.2 for the Temporary Services Period,through and including
September 30,2021 or until such time as the Convention Center bookings resume operations
at the Pre-Pandemic booking levels, whichever occurs first (Amendment No. 3) (the
Agreement, Amendment No. 1, the Suspension. Letter and Amendment No. 2 and
Amendment No. 3 shall be collectively referred to herein as the"Agreement").
WHEREAS, due to the delay in the ramp up period for the Convention Center,
Concessionaire has requested that the City extend the reduced Concession Fee payments,
as established in Amendment No. 3,through March 31, 2022; and
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WHEREAS, on April 6, 2022, the Mayor and City Commission adopted Resolution
No. 2022-32100, authorizing the City Manager to negotiate and execute Amendment No. 4
to the Agreement, retroactively approving, for the period from October 1, 2021 through March
31, 2022, the reduced Concession Fee payments, approved pursuant to Resolution No. 2021-
31543,.and memorialized In Amendment No.3, in order to address the extended financial impact •
upon Concessionaire, while the Miami Beach Convention Center was ramping up its operations,
and resuming payment of the prepandemic amount of Concession Fees due under the
Agreement, for the period from April 1, 2022 through the remainder of the contract year,
September 30, 2022;and
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WHEREAS, during the period from April 1, 202-2 through September 30, 2022, the
calculation of the percentage of Gross Receipts payment shall be calculated retroactive to
October 1, 2021, as intended under the terms of the Agreement.
NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Concessionaire hereby agree to amend the Agreement
as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
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Amendment.
2. IVIODI FICATIONSL
a. The Agreement is hereby amended to extend the Extended Temporary Services
Period and modified financial terms approved under Amendment No. 3, through
and including March 31, 2022. During the Extended Temporary Services Period,
Concessionaire would be permitted to exclusively provide valet services at the
Venues, on a demand basis, by paying the City a monthly Concession Fee of
twelve percent(12%)of the total monthly Gross Receipts(as defined in subsection
4.4) for all transactions ("Temporary Services Period Concession Fee"), payable
every month by no later than the fifteenth (15th) day of the corresponding month.
During the Extended Temporary Services Period, the Concession Fees set forth
in Section 3.2, including the Minimum Guarantee of$17,900 a month, the Excess
Transaction Fee and Percentage of Gross Receipts, would be abated and
• replaced with the Temporary Services Period Concession Fee. Effective April 1,
2022 and continuing through September 30, 2022, Concessionaire will be
obligated to pay the Concession Fees set forth in Section 3.2, including the
Minimum Guarantee of $17.900 a month, the Excess Transaction Fee and
Percentage of Gross Receipts.
b. A new Section 18.4, entitled "E-Verify" is hereby added to the Agreement, as
follows:
• 18.4 E-Verify.
a. To the extent that Concessionaire provides labor, supplies, or services under this
Agreement, Concessionaire shall comply with Section 448.095, Florida Statutes,
"Employment Eligibility" ("E-Verify Statute"), as may be amended from time to
time. Pursuant to the E-Verify Statute, commencing on January 1,,2021, Concessionaire
shall register with and use the E-Verify system to verify the work authorization status of all
newly hired employees during the Term of the Agreement. Additionally, Concessionaire
shall expressly require any subcontractor performing work or providing services pursuant
to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify
system to verify the employment eligibility of all new employees hired by the subcontractor
during the contract Term. If Concessionaire enters into a contract with an approved
subcontractor,the subcontractor must provide the Concessionaire with an affidavit stating
that the subcontractor does not employ,contract with,or subcontractwith an unauthorized
alien. Concessionaire shall maintain a copy of such affidavit for the duration of the
contract or such other extended period as may be required under this Agreement.
b. TERMINATION RIGHTS.
1. If the City has a good faith belief that Concessionaire has knowingly violated
Section 448,09(1), Florida Statutes, which prohibits any person from knowingly
employing,hiring,recruiting,or referring an alien who is not duly authorized to work } i
by the immigration laws or the Attorney General of the United States,the City shall it
terminate this Agreement with Concessionaire for cause, and the City shall
thereafter have or owe no further obligation or liability to Concessionaire.
2. If the City has a good faith belief that a subcontractor has knowingly violated the
foregoing Subsection 18.4(a), but the Concessionaire otherwise complied with
such subsection, the City will promptly notify the Concessionaire and order the
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Concessionaire to immediately terminate the contract with the
subcontractor. Concessionaire's failure to terminate a subcontractor shall be an
event of default under this Agreement, entitling City to terminate the
Concessionaire's Agreement for cause.
3. A contract terminated under the foregoing Subsection (b)(1) or (b)(2) is not in
breach of contract and may not be considered as such.
4. The City or Concessionaire or a subcontractor may file an action with the Circuit
or County Court to challenge a termination under the foregoing Subsection (b)(1)
or(b)(2) no later than 20 calendar days after the date on which the contract was
terminated.
5. If the City terminates the Agreement with Concessionaire under the foregoing
Subsection (b)(1), Concessionaire may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
6. Concessionaire is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section 18.4.
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b. A new Section 18.5, entitled "Inspector General Audit.Rights" is hereby added to the
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Agreement as follows:
18.5 Inspector General Audit Rights.
a. Pursuant to Section 2.256 of the Code of the City of Miami Beach,the City has established
the Office of the Inspector General which may,on a random basis,perform reviews,audits,
inspections and investigations on all City contracts, throughout the duration of said
contracts, This random audit is separate and distinct from any other audit performed by
or on behalf of the City.
b. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition,the Inspector General has the power to subpoena
witnesses,administer oaths, require the production of witnesses and monitor City projects
and programs, Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The Inspector General shall have the power to
audit,investigate,monitor,oversee,inspect and review operations,activities,performance
and procurement process including but not limited to project design, bid specifications,.
(bid/proposal) submittals, activities of the Concessionaire, its officers, agents and
employees, lobbyists, City staff and elected officials to ensure compliance with the
contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the
City Code, the City is allocating a percentage of its overall annual contract expenditures
to fund the activities and operations of the Office of Inspector General.
c. Upon ten (10) days written notice to the Concessionaire, the Concessionaire shall make
all requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent '
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
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project design, bid specifications, (bid/proposal) submittals, activities of the
Concessionaire its officers, agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and
corruption.
d. The Inspector General shall have the right to inspect and copy all documents and records
in the Concessionaire's possession, custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid
documents and,records.
e. The Concessionaire shall make available at its office at all reasonable times the records,
materials,and other evidence regarding the acquisition(bid preparation)and performance
of this Agreement, for examination, audit, or reproduction, until three(3)years after final
payment under this Agreement or for any longer period required by statute or by other
clauses of this Agreement. In addition:
1. If this Agreement is completely or partially terminated, the Concessionaire shall
make available records relating to the work terminated until three (3) years after
any resulting final termination settlement; and
2. The Concessionaire shall make available records relating to appeals or to litigation
or the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
f. The provisions in this section shall apply to the Concessionaire, its officers, agents,
employees, subcontractors and suppliers. The Concessionaire shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Concessionaire in connection with the performance of this Agreement.
g. Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Concessionaire or third parties.
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3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In particular, none of the
modifications contained in this Amendment shall be construed as a waiver or
modification of the City's right to terminate the Agreement for Convenience or its
right to enforce any other terms or conditions of the Agreement. In the event there
is a conflict between the provisions of this Amendment and the Agreement, the
provisions of this Amendment shall govern.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY:
ATTEST: CITY OFMIAMI BEACH, FLORIDA
DoeuSigned by:
Oat Gvaln, h riZZ
Ra ae . ranado,City Clerk lira T. ud k, City( nag r j
8/15/2022 1 8:33 EDT
( Date
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FOR CONCESSIONAIRE: {
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ATTEST: FIRST CL ' ARKING SYSTEMS, LLC f 1
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By: VI
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Print Name Pyi,t Nan7e
Date I
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APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
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City Allorney �r )tile
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DocuSign Envelope ID:7BBC2OBB-F09B-43FF-B0E9-66B334E3309F
MI A^ I Q E4C Fl Contract/Document Routing Form.
Contract No. Title
18-166-01 First Class Parking Amendment No.4
Contractor :•' ° ;s '` Re•uestm.:De''`artment: • ' ..
First Class Parking Parking
m-•. ,. • ,a - o , . -.&1 - ..,, ACK'ame&Si nature. ,„
Monica Beltran "• Eric Carpenter °°`
�Ma'.,h"'�6f6^•„ � "*°"°°'
-thee
• -,Document T. a Select One
X Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement
Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement
Type 5—Grant agreements with the City as the grantor Type 8—Other:
,� ..ice ,d fR ,.;. . .°*: •xs, �` "" .had
'SuriiRia',�&�Pur,a`ose,� ,� �rxf°,>.:.,�d.���� "�',w �+S°'�° � ". ; �.,� � - �: . _ - °�< ;��,
On July 25,2018,the Mayor and City Commission awarded an(RFP) No.2018-166-WG for valet parking services with First
Class Parking System,LLC.,via Resolution No.2018-30399.
The City Commission has approved various amendments to the Agreement.Most recently,on April 6,2022,the Mayor and
City Commission adopted Resolution No. 2022-32100, which authorizes the City Manager to negotiate and execute
Amendment No.4 to the Agreement.Amendment No.4 covers the period from April 1,2022,through September 30,2022,
and reestablishes the payment of a minimum guarantee of$17,900 per month in concession fees to the City,which had been
reduced during the pandemic. This Agreement has a one (1) year renewal option remaining after September 30, 2022.
However,the Parking Department is recommending a month-to-month renewal and the issuance of a Request for Proposals
(RFP)to be presented at the September 14,2022,City Commission Meeting.
This item seeks the City Manager's approval and execution of Amendment No.4,which has been form-approved by the City
Attorney's Office,pursuant to the authority established in Resolution No.2022-32100.
Ori•ina)N^Term 47 _ „;,` % ,Periods';. -,; rTotalTermMiOn final;+Renewals •,
11/1/18 Month to Month 9/30/22
'�''",krK .y '?t$ z'"'R3 ,:as2w ,�,FA'•:, " Ftindih:,InformatiQ ",t'.S 4?t? *tir=, 7.71
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Grant Funded: Yes * No 1 State Federal Other:
,,. r'*s ;g• - ;. Cast+&;Furdiri .S.ource ..,; r x. :,,,. . -,r
,Year. . rAnnuai;Revenue `S a Accounti *x, ,v� � dt. w. a+Re.•tiire.Erihancement� -.
1 $17,900 480-8000-344573-27-307-346-00-00-00 Yes No •
1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.
3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of
the annual adopted operating budget.
•':+T.S`' Sar.�t ,9� % '�1. . .. ."r''�a+t. a t �AAuthorit SI.M g •,,^C"
City Commission Approved: * Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2022-32100 C7 G 4/6/22
If no,explain why CC approval is not required:
Legal Form Approved: * Yes No I If no,explain below why form approval is not necessary:
.� s
.ataff.qf..�ra.£-LSttitt' ,. ,.7.°. Com<liancea9:A;1'144�(3attached
Procurement:Alex Denis '—°°°°ee^"" Grants: N/A
At.1?P,
Budget:Tameka Otto �,•••,,,,,,, Information Technology: N/A
Stewart txmtka,Pffo Sfuuarf
DocuSign Envelope ID:7BBC20BB-F09B-43FF-BOE9-66B334E3309F
Risk Management: N/A Fleet&Facilities: N/A
Human Resources: N/A Other: N/A
�n a.DSe
Reviewed by Monica Garcia
DocuSign Envelope ID:7BBC2OBB-F09B-43FF-B0E9-66B334E3309F
InstrustionSfof,Completing&3outing,Contract CPversheet
1. Every field must be completed.If the requested information is not applicable,enter N/A.
2. It is advisable to confirm the authority to sign,funding/account information,risk management compliance,
and controlled purchases(IT or Fleet/Facilities)with the appropriate department prior to routing a document.
3. Attach all supporting documentation(e.g.,resolutions,commission memorandums,etc.)when routing.
4. When creating the workflow in DocuSign,in addition to the department head and applicable assistant/deputy
city manager,make sure the individuals(or designees)indicated in the Required Compliance Approvals section
below are included in the approval path. Note that compliance approvers must approve prior to the ACM.
5. The City Manager does not need to sign the coversheet.
6. If you have any questions,contact the Procurement Department.
F :` a* ' ;'.'Reo,uiredrGOlTleClanCeAoaorOVal$ rrr ',t;'Pr.., k 1. ,Et K.,;
When routing documents for approval by the city manager,in addition to the department head and applicable city
manager, make sure the following individuals(or designees) are included in the approval path depending on each
contract type.
Type 1—Contract, amendment, or task order for the purchase of goods or services resulting from a competitive
solicitation.
• Procurement(Alex Denis)
• Budget(Tameka Otto Stewart)
• Grants(Judy Hoanshelt)—if the purchase is grant-funded
• Controlled purchases—
o Facilities and Fleet(Adrian Morales)—if the purchase involves a"facilities"or"vehicle"item
o Information Technology(Frank Quintana)—if the purchase involves a technology item
Type 2—Other contract or amendment for the purchase of goods or services not resulting from a procurement-
issued competitive solicitation.
• Procurement(Alex Denis)
• Budget(Tameka Otto Stewart).
• Risk Management(Sonia Bridges)
• Grants(Judy Hoanshelt)—if the purchase is grant-funded
• Controlled purchases—
o Facilities and Fleet(Adrian Morales)—if the purchase involves a facilities or vehicle item
o Information Technology(Frank Quintana)—if the purchase involves a technology item
Type 3—Independent Contractor Agreements
• Human Resources Director(Marla Alpizar)
Type 4—Grant agreements when City recipient
• Grants(Judy Hoanshelt)
Type 5—Grant agreements when City.grantor
• As appropriate,depending on grant type
Type 6—Tenant agreements
• Facilities and Fleet(Adrian Morales)
Type 7—Inter-governmental agency agreement
• Marcia Montserrat
Any other type:Contact the Procurement Department for assistance.
Delete this page before routing the coversheet.