HomeMy WebLinkAboutGold Star Parking Systems
.;?PPS -- ~.s-7 9/
y~s-
CONCESSION AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
GOLD STAR PARKING SYSTEMS, INC.
FOR PROVIDING VALET PARKING SERVICES
FOR THE PATRONS OF THE JACKIE GLEASON THEATER OF THE
PERFORMING ARTS, THE MIAMI BEACH CONVENTION CENTER,
AND OTHER CITY PROPERTIES, AS MAY BE REQUIRED, PURSUANT TO
REQUEST FOR PROPOSALS NO. 34-03/04
THIS AGREEMENT made the 1 st day of November, 2005 between the CITY OF
MIAMI BEACH, a municipal corporation of the State of Florida (hereinafter called
the "City"), and GOLD STAR PARKING SYSTEMS, INC., a Florida corporation,
with offices at 1674 Meridian Avenue, Suite 308, Miami Beach, Florida, 33139
(hereinafter called the "Operator").
WITNESSETH
WHEREAS, the Mayor and City Commission, on behalf of the City, is
vested with jurisdiction over and control of all City owned property in the City of
Miami Beach; and
WHEREAS, the Operator desires to obtain from the City, the exclusive
privilege of operating valet parking concessions(s) at various locations on City
property in the City of Miami Beach, to provide services as hereinafter described,
and the City desires to enter into an Agreement with the Operator for operation of
said concession(s); and
WHEREAS, pursuant to Resolution No. 2004-25453, on January 14,
2004, the Mayor and City Commission authorized the issuance of Request for
Proposals (RFP) No. 34-03/04, for Valet Parking Services on City-owned
Property (the RFP); and
WHEREAS, at its regular meeting on January 12, 2005, the Mayor and
City Commission deemed Operator the successful proposal pursuant to the RFP
and authorized the Administration to enter into negotiations for the foregoing
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, it is agreed by the parties hereto as
follows:
1. GRANT AND ACCEPTANCE. The City hereby grants to the Operator,
and the Operator hereby accepts from the City, exclusive agreement to
operate valet parking concession(s) ("Valet Parking") on City property at
the following locations within the City of Miami Beach in conformance with
the purpose and for the period stated herein and subject to all the terms
and conditions herein contained and hereinafter set forth (the locations, as
1
set forth in Paragraph 1 (a) - (c), may be referred to collectively herein as
the "Venues").
(a) Jackie Gleason Theater of the Performing Arts,
located at 1700 Washington Avenue, Miami Beach,
Florida 33139;
(b) Miami Beach Convention Center, located at 1900
Convention Center Drive, Miami Beach, Florida
33139; and
(c) Such other City Property, as may be authorized, in
writing by the City, in its sole discretion, whether
owned or leased by the City to any third party
including, but not limited to the Miami Beach Golf
Course, Bass Museum of Art, Garden Center, Miami
City Ballet and Lincoln Road; subject further to the
conditions set forth below (the "Limited Venues").
2. TERM. This Agreement shall have an initial term of three (3) years,
commencing on the 1st day of November, 2005, and ending on the 31st
day of October, 2008. The City may, at its sole discretion, extend the
Agreement term under the same terms and conditions contained herein,
for one (1) additional two-year term, following expiration of the initial three
(3) year term. The City must give the Operator written notice of its
intention to extend the Agreement term not less than sixty (60) days prior
to the end of the initial term.
3. USES. The Concessionaire is hereby authorized to conduct the following
kinds of business and to provide the following services, and only such
business and services, at the locations as set forth below:
(a) Operate a Valet Parking concession for the Venues and Limited
Venues (as authorized by the City) in Paragraph 1 hereto.
(b) The Operator may use one hundred (100) parking spaces in
Municipal Parking Lot 5C, located on the east north corner of
Convention Center Drive and 17th Street, or at such other locations
as the City Manager or his designee may specifically designate in
writing (the parking facilities or the facility). No charge shall be
made to the Operator for the use of the parking facilities referenced
above. When using such facilities, the Operator shall not park
vehicles on grass areas or sidewalks and curbs without first
obtaining the written consent of the Director. The Operator must
park vehicles consistent with the designated traffic circulation
pattern within the lot and has the option to park vehicles in a
backed-in position at a ninety (90) degree angle as has been
common practice since the initial contract award to the Operator.
2
This option may only be invoked when the Operator is in the sole
care, custody and control of the parking lot and no other members
of the public have access to the facility. Furthermore, this option
may not be invoked in areas of the facility where vehicles are
parked prior to the operator taking care, custody and control of the
facility.
(c) At its sole option and discretion, the City may make available
additional parking spaces of up to thirty (30) parking spaces, at
Municipal Parking Lot 5H, located on the north side of 19th Street,
between Meridian Avenue and Convention Center Drive.
(d) The Operator shall set-up, operate, and provide passenger
loading and unloading at one of two mutually agreed upon areas for
Halls A/B and/or C/D, respectively, of the Convention Center. The
attached site plan (Exhibit "A") outlines the specific locations of said
areas. The Convention Center client/exhibitor shall have the option
of selecting one of the two locations for Halls A/B and/or C/D.
(e) The Operator may provide pre-paid group valet parking for
clients upon the written request of a Convention Center
client/exhibitor and the prior written approval by the City Manager
or his designee. The Operator, City and client shall agree to a
predetermined number of valet parking coupons. The client shall
pre-pay all coupons seven (7) days in advance of the event date.
The client forfeits the value of any non-redeemed coupons and is
not entitled to a refund. The client may purchase additional
coupons referred to hereinafter as a "subsequent purchase" to their
initial purchase, if needed. The client is entitled to refunds of
unused coupons of said "subsequent purchases". The Operator
must refund all or any portion of the unused coupons derived from
the "subsequent purchases" within seven (7) days. Notwithstanding
the preceding in this Paragraph 3(e), coupon payment creation,
control, accountability, and verification are the sole responsibility of
the Operator.
(f) The Operator agrees to attend any and all pre-convention and/or
planning meetings held by the City and/or SMG, as the current
manager (on behalf of the City) of the Miami Beach Convention
Center and/or Jackie Gleason Theater of the Performing Arts. Said
meetings are held as a venue for the Operator to become aware of
client needs, requests, requirements, and for Operator input,
comments, and recommendations. Operator's failure to have
representation and/or participate at said meetings shall waive any
subsequent right of Operator to challenge any and all operational
decisions, which will be at the sole and absolute discretion of the
City. The City may seek input and recommendations from the
3
Operator on all operational decisions; however, it reserves the right
to make all final operational decisions, and such decisions shall be
within the exclusivepurview of the City.
(g) Except as otherwise provided herein, the Operator shall provide
Valet Parking at the Venues whenever there is an event or other
function with people in attendance (an "Event"). The Operator shall
not be required to provide Valet Parking in the event that (i) the
Operator is directed not to provide Valet Parking by SMG or by the
Director of Parking for the City (the "Director"), or (ii) if the Operator
parks no more than ten (10) cars in any day for an Event, the
Operator shall not be required to provide Valet Parking for the
remainder of that Event. Notwithstanding the existence of an
Event, if the Director or SMG advises the Operator that Valet
Parking is not required, the Operator shall have the right to provide
Valet Parking for the first day of the Event but shall not be permitted
to provide Valet Parking for the remainder of the Event unless more
than ten (10) cars are parked the first day.
While providing Valet Parking for an Event at the Convention
Center, the valet stand shall be set up and used at a location south
of the entrance to the C Hall in a location so as not to interfere with
bus service provided for the Event or such other location as agreed
to between the Operator, the Director of Parking and SMG.
(h) If an Event or Events are held at a Limited Venue, and the
sponsor or entity operating the Event (the "Sponsor"), elects to
provide Valet Parking for such event, the Operator shall have a
right of first refusal to provide the Valet Parking for such Event. If
the Operator elects not to exercise its right to provide the Valet
Parking, the Sponsor shall have the right to use any other service
provider to provide Valet Parking at the same terms, pricing and
conditions as was offered to the Operator. It is understood that a
Sponsor may have an event for such charitable purposes that Valet
Parking services would be sought as a donation without cost or fee
to the Sponsor or guests. In such event, the Operator may elect to
provide Valet Parking at no fee or cost but shall not be required to
do so.
(i) If the City elects to provide Valet Parking for Lincoln Road
patrons, the City will provide the Operator with not less than two (2)
ramp locations on Lincoln Road from which the Valet Parking
service can be provided, as well as reasonable trailblazing signage
in areas approaching Lincoln Road to advise patrons of the
available Valet Parking.
4
4. NOTICES. All notices from the City to the Operator shall be deemed
duly served if mailed by registered or certified mail to the Operator at the
following addresses:
GOLD STAR, INC.
1521 Alton Road, Ste. 514
Miami Beach, FL 33139
Attn: Arthur Schultz
All notices from the Operator to the City shall be deemed duly served if
mailed to:
Office of the City Manager
1700 Convention Center Drive
Miami Beach, FL. 33139
and
City of Miami Beach Parking Director
1130 Washington Avenue, Suite 100
Miami Beach, FL. 33139
The Operator and the City may change the above mailing address at
anytime upon giving the other party written notification. All notices under
this Agreement must be in writing.
5. NO PARTNERSHIP. Nothing herein contained shall create or be
construed as creating a co-partnership between the City and the Operator
or to constitute the Operator as an agent of the City.
6. MAINTENANCE. The City agrees to provide the facilities to Operator in
their lias is" condition, except for such maintenance by the City as would
normally be carried out in its day to day maintenance of City facilities,
and/or as otherwise deemed appropriate by the City Administration with
regard to maintenance of these particular facilities. Notwithstanding the
foregoing, during the term hereof, Operator, at its sole cost and expense,
shall, to the satisfaction of the City, keep and maintain the facilities, and all
improvements thereon, as well as any portions of the Convention Center
and/or Theater utilized by the Operator incident to this Agreement, as
applicable, in good and sanitary order. Operator agrees to return them to
the City in the same condition, or better, than they were provided to the
Operator at the commencement of this Agreement.
7. ASSIGNMENT: NO SUBLET. The Operator may not sublet or assign this
Agreement, or any part thereof, under any circumstances, without the prior
5
written consent of the City. In the event Operator is a corporation,
Operator agrees that no shareholder shall sell, assign, transfer or convey
his stock (except by operation of law) nor, shall the corporation issue any
additional shares of stock under any circumstances, without the prior
written consent of the City; provided, however, the shareholders shall
have the right to convey between themselves and their spouses and
children, without consent.
8. IMPROVEMENT. The Operator accepts the parking facilities provided in
this Agreement in their present "as is" condition. The Operator must first
obtain the City's approval in writing for any alterations, additions or
improvements to the facilities and then must pay for such modifications,
which become City assets upon completion. Detailed plans for
improvements shall be submitted to the City within sixty (60) days
following the execution of this Agreement.
The Operator must provide, install and maintain, at its own cost and
expense a valet parking stand(s), kiosk(s), and/or booth(s). Equipment
supplied under the Agreement shall be new, and in excellent condition
prior to installation and during operation. The height and the color of the
equipment supplied shall be the same at each location. All equipment
supplied under the Agreement must be approved by the City Manager or
his designee. Storage of said equipment is the sole responsibility of the
Operator.
The Operator shall have the right to use City equipment, furnishings, and
fixtures, if any, that may be presently used in conjunction with the
operations with the prior written consent of the City Manager or his
designee. The Operator shall maintain said equipment, furnishings, and
fixtures, if there are any, during the term of this Agreement at its sole cost
and expense. In the event any of the aforesaid items are lost, stolen, or
damaged, they shall be replaced or repaired at the cost and expense of
the Operator, ordinary wear and tear excepted. Upon the expiration or
termination of the Agreement, the Operator shall quietly and peacefully,
redeliver said equipment, furnishings and fixtures to the City.
9. SECURITY. The Operator must provide any security measures which
may be required to protect his area and his equipment, materials and
facilities. Said security measures may not violate other restrictions of this
Agreement.
10. PERMITS: LICENSES; TAXES. The Operator agrees to obtain and pay
for all permits and licenses necessary for the conduct of the business and
agrees to comply with all laws governing the responsibility of an employer
with respect to persons employed by the Operator. The Operator shall
also be solely responsible for payment of anv and all taxes levied, as a
result of its use(s) pursuant to this Agreement, including any and all ad
valorem taxes that may be levied against the facilities as a result of
6
Operator's use of same. In addition, the Operator shall comply with all
rules, regulations and laws of the City of Miami Beach, Miami-Dade
County, the State of Florida, or the U.S. Government now in force or
hereafter to be adopted.
The Operator shall pay for any and all occupational license(s) necessary
for the conduct of the business in a given fiscal year, in full, not later than
September 30th of the prior fiscal year.
11. UTILITIES. The Operator agrees to pay for all electricity used by the
Operator in the course of providing Valet Parking. The Operator agrees
to maintain any area used by the Operator in a clean, orderly condition at
all times.
12. SIGNAGE. Operator shall provide, at its sole cost, required signs at all
public approaches to the facilities. All advertising, signage and posting
shall be approved by the City Manager or his designee, and must be in
accordance with the applicable sign criteria, as required by the City's
Planning and Zoning Department or the City's Zoning Ordinance, as
amended.
13. TRASH AND GARBAGE REMOVAL. With respect to trash, rubbish and
garbage removal, the Operator shall provide, at its expense, sufficient
trash receptacles. Dumping of receptacles and removal of trash, rubbish
and garbage in connection with the use(s) pursuant to this Agreement
shall be the responsibility of the Operator, and shall be coordinated with
the Convention Center and Jackie Gleason Theater.
14. PERFORMANCE SECURITY. The Operator will post either a
Performance Bond, Irrevocable Letter of Credit or, a cash deposit, in the
amount of five thousand dollars ($5,000) prior to the execution of this
Agreement. If a bond is posted, said security will be in effect upon
execution of the Agreement. The form and substance of the Performance
Bond is subject to the approval of the City. If the security is in the form of
a Letter of Credit, said Letter of Credit must be valid for the duration of the
Agreement. Annual Letters of Credit which are renewable each year are
not acceptable.
15. RENTAL. The Operator shall pay to the City a monthly fixed minimum
rental payment as follows:
$7,000.00 for the month of November, 2005;
$6,000.00 for the month of December, 2005;
$3,000.00 for the month of January, 2006;
$8,000.00 for the month of February 1,2006 - February 14, 2006
$8,000.00 for the month of February 15, 2006 - February 28, 2006
$4,000.00 for the month of March, 2006;
7
$5,000.00 for the month of April, 2006;
$5,000.00 for the month of May, 2006;
$3,000.00 for the month of June, 2006;
$3,000.00 for the month of July, 2006;
$3,000.00 for the month of August, 2006;
$4,000.00 for the month of September, 2006;
$4,000.00 for the month of October, 2006;
$7,000.00 for the month of November, 2006;
$6,000.00 for the month of December, 2006;
$3,000.00 for the month of January, 2007;
$8,000.00 for the month of February 1, 2007 - February 14, 2007
$8,000.00 for the month of February 15, 2007 - February 28, 2007
$4,000.00 for the month of March, 2007;
$5,000.00 for the month of April, 2007;
$5,000.00 for the month of May, 2007;
$3,000.00 for the month of June, 2007;
$3,000.00 for the month of July, 2007;
$3,000.00 for the month of August, 2007;
$4,000.00 for the month of September, 2007;
$4,000.00 for the month of October, 2007;
$7,000.00 for the month of November, 2007;
$6,000.00 for the month of December, 2007;
$3,000.00 for the month of January, 2008;
$8,000.00 for the month of February 1,2008 - February 14, 2008
$8,000.00 for the month of February 15, 2008 - February 28, 2008
$4,000.00 for the month of March, 2008;
$5,000.00 for the month of April, 2008;
$5,000.00 for the month of May, 2008;
$3,000.00 for the month of June, 2008;
$3,000.00 for the month of July, 2008;
$3,000.00 for the month of August, 2008;
$4,000.00 for the month of September, 2008;
$4,000.00 for the month of October, 2008;
Notwithstanding the above, the City reserves the absolute right to
renegotiate the fixed monthly minimum rental payments annually and
upon renewal, throughout the term of the Agreement, and/or upon any
valet rate increase by the City.
Said fixed monthly minimum rental payment begins to accrue on the first
(1st) day of the month. It is also understood that any applicable Florida
State Sales and Use Tax on rental payments shall be added to the
Operator's fixed monthly rental payment(s) and forwarded to the City as
part of said payment. It is the intent of the City that it is to receive the
amount as net, free and clear of all costs and that the fee is paid monthly.
8
A monthly report of activities shall be submitted to the Parking Director by
the 15th of each month for the preceding month. This report, at a
minimum, must contain a chronological listing of events and their
locations, including the following information; date, time, name of event,
exact location(s) (Hall, Theater, etc.), number of transactions (vehicles),
gross receipts per event/location, and gross receipts totals. This report
shall accompany the monthly statement of gross revenues; shall be
submittal for sales tax; and will be subject to audit.
The term "gross receipts" is understood to mean all income collected or
accrued, derived by the Operator under the privileges granted by this
Agreement or other document entered into with the City, excluding
amounts of any Federal, State, or City sales tax, or other tax, collected by
the Operator from customers and required by law to be remitted to the
taxing authority.
16. DEFAULT IN PAYMENT. The monthly fixed rental payments and any
other fees due must be submitted to the City, through the Parking Director,
and must be received no later than the fifteen (15th) day, after the first day
of each month. Operator shall submit a statement of "gross receipts" by
the 15th day of each month, weekends and holidays included. There shall
be a late charge, per day, of $100.00 or two percent (2%) of gross
receipts, whichever is greater, for such late payment, in addition to interest
at the highest rate allowable by law, or eighteen percent (18%), whichever
is greater. If the payment and accumulated daily penalties are not
received within ten (10) days after the normal monthly payment due date
(Le., the 1st day of the month), then the City, at its option, and upon seven
(7) days notice to the Operator, may terminate the Agreement without
further notice to the Operator, recover the facilities, and begin procedures
to collect the Performance Bond, or other security, required in Paragraph
14.
17. FORCE MAJEURE. If closure of the facilities or loss of equipment is due
to fire damage, flood, civil disorder, acts of God, etc., to some but not all of
the facilities and equipment, the City will allow prorated adjustment of
monthly payments up to the time the damage is repaired.
18. CITY LIEN. It is expressly agreed that the City shall have a continuing
lien on all personal property of the Operator on the facilities, for all sums
which may from time to time become due and unpaid to the City under this
Agreement, and upon default of payment by the Operator and failure to
cure after the expiration of the applicable grace period, the City shall have
the right to take possession of and retain the same until the full amount.
due shall be paid, or to sell the same at public auction and, after deducting
the expense of such sale, apply the balance of the proceeds to such
payment and if there should be any deficiency, to resort to any other legal
remedy available to it.
9
19. OPERATOR NOT TO REMOVE PROPERTY. The Operator agrees not to
remove from the facilities any personal property brought thereon or any
replacements thereto by the Operator for the purpose of this Agreement,
except such items as may be removed with the express permission of the
City. Upon expiration of the term of the Agreement, if the Operator has
made full payment under this Agreement, and has fully complied with the
terms of this Agreement, he/she may remove personal property including
equipment from the City property, and shall do so within two (2) weeks
following the expiration of this Agreement, provided such personal
property and equipment can be removed without damage to the facilities.
On failure to do so, the City may cause same to be removed and stored at
the cost and expense of the Operator, and the City shall have a continuing
lien thereon in the amount of the cost and expense of such removal and
storage until paid, and may sell such personal property and reimburse
itself for such cost and expense, plus the expense of the sale.
20. RECORDS; AUDIT. The Operator agrees to establish and maintain such
records as may be reasonably prescribed by the City in the future to
provide evidence that all terms of this Agreement have been and are
being observed. The Operator grants to the City the right and authority to
audit all records, documents, and books pertaining to its operation herein.
Such audit will be conducted at locations and at a frequency determined
by the City and communicated to the Operator. The Operator agrees to
provide materials for the audit, including but not limited to a sworn affidavit
from Arthur Schultz, the President of the Operator as to the number of
vehicles parked within the period of the requested audit at the designated
place within three (3) business days after the City's notice is received.
Within sixty (60) days after each fiscal year,. The Operator agrees to
establish and use appropriate accounting procedures or equipment so as
to maintain proper control and records of cash payments. All financial
records are to be maintained during the term of this Agreement, and for a
period of one year following the termination of this Agreement.
21. COOPERATION. The Operator agrees to cooperate with the City in the
conduct of surveys, to provide reports of visitor contacts, and to respond
to department inquiries about public usage of concession services.
Further, the City agrees to provide the Operator with advance notice of
any special event and to coordinate with the Operator regarding same.
The City also agrees to provide Operator with notice of the availability of
plans for any remodeling of the facilities.
22. INSPECTION. The Operator agrees that the facilities may be inspected at
any time by authorized representatives of the City Manager or his
designee or by any other state, county, or municipal officer or agency
having responsibilities for inspections of such operations. The Operator
agrees to undertake immediately the correction of any deficiency cited by
such inspectors.
10
23. WAIVER OF INTERFERENCE. The Operator hereby waives all claims for
compensation for loss or damage sustained by reason of any interference
with its operations by any public agency or official in enforcing their duties
or any laws or ordinances any such interference shall not relieve the
Operator from any obligation hereunder.
24. WAIVER OF LOSS FROM HAZARDS. The Concessionaire hereby
expressly waives all claims for loss or damage sustained by the Operator
resulting from fire, water, civil commotion or riot, or acts of God; and the
Operator hereby expressly waives all rights, claims, and demands and
forever releases and discharges the people of the City of Miami Beach,
Florida, from all demands, claims, actions and causes of action arising
from any of the aforesaid causes.
25. NO LIENS. Operator agrees that it will not suffer or through its actions or
anyone under its control or supervision, cause to be filed upon the
property any lien or encumbrance of any kind. In the event any lien is
filed, Operator agrees to cause such lien to be discharged within ten (10)
days of said filing and in accordance with the applicable law and policy.
26. ORDERLY OPERATION, ETC. The Operator shall have a neat and
orderly operation at all times and shall be solely responsible for the
necessary housekeeping services to properly maintain the facilities. The
Operator shall make available all areas of the facilities under his/her
control for examination at anytime by the City Manager or his designee.
The Operator shall deal with patrons in a proper and professional manner.
The Operator shall be responsive to all persons who believe that they or
their vehicle was injured or damaged or personal items taken by the
Operator ("Claimant"). In the event a Claimant advises the Operator (or
any staff of the Operator) of damage, injury or loss to a person or property
(a "Claim"), the Operator shall within twenty four (24) hours of such notice
fill out a claim form and submit same to the Director. The Operator shall
immediately investigate each Claim and shall respond to the Claimant by
telephone or in writing within forty eight (48) hours of the Claim. The
Operator shall not be required to payor satisfy any claim that Operator in
good faith after reasonable investigation determines not to be it's
responsibility, but Operator shall address each claim and shall be
responsive and professional with each Claimant.
27. EMPLOYEES; MANAGERS; HOURS OF OPERATION. The Operator
shall employ people to work who are literate, neat, clean, well-groomed
and courteous. The Operator and any persons employed by the Operator
shall never have been convicted of any offense involving moral turpitude'
or felony. Failure to comply with this provision will be cause for
termination of this Agreement. All employees shall observe all the graces
of personal grooming; and shall serve patrons in a professional and
courteous manner at all times. The Operator and its employees are
11
considered, "Ambassadors of the City" and must comport themselves as
follows: must greet patrons upon arrival and departure, shall make every
attempt to quickly and courteously expedite the transfer of the patron's
vehicle; shall attempt to accommodate any reasonable request of the
patron. All employees shall wear City of Miami Beach identification
badges and/or uniforms supplied by the Operator whenever on City
property. The Operator and/or its employees shall not smoke, drink
and/or eat while actively serving patrons. The Operator and/or its
employees shall speak English and shall not solicit tips and/or solicit the
use of curbside parking for a fee higher than the approved valet parking
rate, as stated in Section 29. The Operator shall have an experienced
manager or managers overseeing the operations at all times. Conduct of
the employees of the Operator shall be subject to reasonable regulation
by the City Manager or designee. During the term of the Agreement the
operations shall be open and properly staffed to support scheduled events
as designated by the City Manager or his designee.
28. NO IMPROPER USE. The Operator will not use, nor suffer or permit any
person to use in any manner whatsoever, any City property, including
these facilities, for any improper, immoral or offensive purpose, or for any
property for any improper, immoral or offensive purpose, or for any
purpose in violation of any federal, state, county, or municipal ordinance,
rule, order or regulation, or of any governmental rule or regulation now in
effect of hereafter enacted or adopted. The Operator will protect,
indemnify, and forever save and keep harmless the City and individual
members thereof and their agents, from and against damage, penalty fine,
judgment, expense or charge suffered, imposed, assessed or incurred for
any violation, or breach of any law, ordinance, rule, order or regulation
occasioned by any act, neglect or omission of the Operator or any
employee, person or occupant.
I n the event of any violation by the Operator or if the City or its authorized
representative shall deem any conduct on the part of the Operator to be
objectionable or improper, the City shall have the right to terminate this
Agreement, without further notice to the Operator, should the Operator fail
to correct any such violation, conduct, or practice to the satisfaction of the
City within twenty-four (24) hours receipt of notice of the nature and extent
of such violation, conduct or practice.
29. PRICES. Operator agrees that prices and fees charged for valet parking
services (the "Valet Fee") shall not exceed those established by the Mayor
and City Commission of the City of Miami Beach, as same shall be
reviewed by the City Commission from time to time. The parties
acknowledge that the Rental, as set forth in Paragraph 15 hereto is based
upon the current Valet Fee as of the commencement date of the
Agreement. The Operator may, at its discretion, request the City to
increase the Valet Fee (the "Fee Increase"). Prior to the Operator's
request for the Fee Increase, the Operator and representatives of the City
12
Administration shall meet and shall use their best efforts to mutually agree
on a Fee Increase and corresponding increase in the Rental.
30. NO DANGEROUS MATERIALS. The Operator agrees not to use or
permit in the facilities the storage of illuminating oils, oil lamps, turpentine,
benzene, naphtha, or other similar substances, or explosives of any kind,
or any substance or thing prohibited in the standard policies of fire
insurance companies in the State of Florida.
31. NO CLAIM AGAINST CITY OFFICERS. EMPLOYEES, INDIVIDUALS. It
is expressly understood and agreed by and between the parties hereto
that the Mayor and Commission of the City of Miami Beach, and any and
all employees of the City, and their officers and agents, are acting in a
representative capacity and not for their own benefit; and that neither the
Operator nor any occupant shall have any claim against them as
individuals in any event whatsoever.
32. DEFAULT AND TERMINATION.
(a) Termination for Cause: If the Operator fails to comply with any of
the terms and conditions hereof, except for non-payment of rent, which is
separately treated in Paragraph 16 hereof, and such default is not cured
within ten (10) days after written notice is given to Operator, the City shall
have the right to immediately terminate this Agreement, without further
notice to the Operator, and revoke the privilege of the Operator to come
upon the facilities for the purposes for which this concession was granted,
and may oust and remove all parties who may be present upon or occupy
any part of the facilities for the purpose of exercising any rights so
revoked. Continued occupancy of the facilities after termination of the
privilege shall constitute trespass by the Operator, and may be prosecuted
as such. The Operator shall pay to the City one hundred dollars ($100)
per day as liquidation damages for such trespass and holding over and
forfeiture of the Performance Bond, Irrevocable Letter of Credit, or cash
deposit in the amount of five thousand dollars ($5,000). In addition, with
regard to termination of the Agreement, the City shall retain the
Performance Bond (or other security), and may pursue and all legal
remedies available to it for such default.
(b) Termination for Convenience: Notwithstanding the provisions
in Paragraphs 16 and 32 {a}, the City may, for its convenience,
at its sole discretion and without cause, terminate this
Agreement at any time during the term herein by giving thirty
{30} days written notice to Operator of such termination, which
shall become effective as of the date so specified in said
written termination
(c) Habitual Default: In addition to Paragraphs 16 and 32 (a) and (b),
respectively, in the event that the Operator has defaulted in the
performance of, or breached any of the terms, covenants and
13
conditions required herein to be kept and performed by the
Operator, a total of four (4) times within a twelve (12) month period
(said period commencing on November 1st and ending on October
31st of any year throughout the term of this Agreement), in the sole
opinion of the City and at its sole option and discretion, and
regardless of whether the Operator has cured each individual
condition of breach or default, as provided in Paragraphs 16 and 32
(a) and to, the Operator shall be determined by the City to be a
"habitual violator". At the time such determination is made, the City
shall issue to Operator a written notice advising of such
determination arid citing the circumstances therefore. Such notice
shall also advise the Operator that there shall be no further notice
or grace periods to correct a fifth (5th) breach or default, and that
such breach or default, of whatever nature, taken with the previous
four (4) breaches and defaults, shall be considered cumulative and,
collectively, shall constitute a condition of non-curable default and
grounds for immediate termination of this Agreement. In the event
of any such fifth (5th) breach or default within a twelve (12) month
period, this Agreement shall terminate, upon written notice of
termination to the Operator, such termination to be effective upon
the tenth (10th) day following the date of receipt thereof, and all
payments due hereunder shall be payable to said date, and the
Operator shall have no further rights hereunder. In such case, the
City shall avail itself of the same remedies set forth in Paragraph 32
(a).
33. PRIVILEGE. It is the intent of the City, concurred in by the Operator, that
this Agreement shall not, as against the City vest any right in the Operator;
and shall be deemed only the grant of a privilege to the Operator to carry
out the terms of this Agreement on property of the City so long as such
Agreement or privilege shall be in force.
34. NOT A LEASE. It is expressly understood and agreed that no part, parcel,
building, structure, equipment or space is leased to the Operator; that it is
a Operator and not a Lessee; that the Operator's right to operate the
concession shall continue only so long as the concession operation
complies with the undertaking, provisions, agreements, stipulations and
conditions of the Agreement.
35. NO DISCRIMINATION. The Operator agrees that there shall be no
discrimination as to race, sex, color, creed, sexual orientation or national
origin in the operations refereed to by this Concession Agreement; and
further, there shall be no discrimination regarding any use, service,
maintenance, or operation of the facilities. All facilities shall be made
available to the public, subject to the right of the Operator to establish and
enforce rules and regulations to provide for the safety, orderly operation
and security of the facilities.
14
36. INDEMNIFICATION OF CITY; INSURANCE. The Operator shall
indemnify, defend and hold the City harmless, its officers, agents, and
employees, from any and all claims, liability, losses, and causes of action
which may arise out of the Concessionaire's operations under this
Agreement and shall pay all claims and losses of any nature whatsoever
in connection therewith and shall defend all suits, in the name of the City
when applicable, and shall pay all cost (including attorney's fees) and
judgments which may issue thereon. This indemnification shall not be
limited in any way be the type or amount of insurance carried by the
Operator.
The Operator shall carry and maintain in full force and effect at all times
during its operation on City property the following insurance coverage:
a. Commercial General Liability or garage liability insurance in the
minimum amount of One Million dollars ($1,000,000) per
occurrence and per location covering bodily injury and property
damage resulting from the valet parking operator's activities
connected with the handling of vehicles on public property.
b. Garage Keepers legal liability insurance to provide collision and
comprehensive coverage for vehicles under control for the valet
parking operation with minimum limits of $300,000 per location with
a maximum Self-Insured Retention (SIR) or deductible of $1 ,000.
c. The City must be named as an additional insured on the policies
required above and it must be stated on the original certificate with
thirty (30) days notice of cancellation or change.
d. Worker's Compensation and Employers' Liability to meet the
statutory requirements of the State of Florida.
e. All insurance policies shall be issued by companies authorized to
do business under the laws of the State of Florida and must have
rating of B+:VI or better per Best's Rating Guide, latest edition and
must provide the City with 30 day written notice of cancellation.
f. The Operator shall furnish original certificates of insurance,
evidencing the required coverage, and receive approval of same,
prior to the commencement of operations. No valet parking permit
shall be issued without proof of the insurance outlined herein. .
g. Certificates of Insurance shall be approved by the City's Risk
Manager and kept on file in the Risk Management Division, Third
Floor, City Hall, and in the Procurement Department, Third Floor,
City Hall and in the PARKING Department, 1130 Washington
Avenue, Suite 100, Miami Beach, Florida 33139.
15
37. STORAGE. Operator agrees that there will be no storage on-site or
premises of any kind, of supplies or materials for valet parking operations.
38. JURISDICTIONAL DISPUTES. Any jurisdictional disputes concerning the
Operator's right under this Agreement versus other Operators right under
other agreements shall be resolved by the City Manager, and the decision
of the City Manager will be final as to same.
39. CITY WITHDRAWAL OF CITY PROPERTY. The City retains the right to
withdraw all or any portion of the facilities from the terms and conditions of
the Agreement. The City shall give the Operator thirty (30) days written
notice in the event of such withdrawal. In the event the City withdraws all
of the facilities, the Agreement shall automatically terminate, without
liability to either party herein. In the event the City withdraws less than all
of the facilities, then the remaining property shall continue within the scope
of the Agreement and the City agrees to make a proportionate adjustment
in the monthly fixed fee amount due or amend this Agreement accordingly.
40. FLORIDA LAW. This Agreement shall be governed by and construed in
accordance with the law of the State of Florida.
41. LIMITATION OF LIABILITY. The City desires to enter into this Agreement
only if in so doing the City can place a limit on the City's liability for any
cause of action for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds
the sum of $10,000. The Operator hereby expresses its willingness to
enter into this Agreement with the Operator's recovery from the City for
any damage action for breach of contract to be limited to a maximum of
$10,000 less the amount of all funds actually paid by the City to the
Operator pursuant to this Agreement.
Accordingly, and notwithstanding any other term or condition of this
Agreement, the Operator hereby agrees that the City shall not be liable to
the Operator for damages in an amount in excess of $10,000, which
amount shall be reduced by the amount actually paid by the City to the
Operator pursuant to this Agreement, for any action or claim for breach of
contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement. Nothing contained
in this paragraph or elsewhere in this Agreement is in any intended to be a
waiver of the limitation placed upon the City's liability as set forth in Florida
Statues, Section 768.28.
42. GOVERNING LAW AND EXCLUSIVE VENUE. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this
Agreement shall be Miami-Dade County, Florida, if in state court, and the
U.S. District Court, Southern District of Florida, if in federal court. BY
16
ENTERING INTO THIS AGREEMENT, CITY AND OPERATOR
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING
OUT OF, THIS AGREEMENT.
43. RFP INCORPORATED. Request for Proposals No. 34-03/04, together
with any and all amendments thereto, and the Operator's Proposal in
response thereto, are hereby incorporated by reference into this
Agreement to the extent that they are not inconsistent with any terms
herein. In the event of any inconsistency, this Agreement shall prevail.
[THIS REST OF THIS PAGE LEFT INTENTIONALLY BLANK]
17
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed and their seals to be affixed; all as of the day and year first above written.
MIAMI BEACH
ATTEST:
~~E~~
Jri. CITY CLERK
D Robert Parcher
MAYOR
David Dermer
OPERATOR I
GOLD STAR PARKING
BY:
ill/lip/{ J~,Y Y4?t.-T2-
PRINT NAME
ATTEST: ~
~~ <~--
SECRET
I\fJ {jf tZtL Ii.- SCII n. '17-
PRINT NAME
AFFIX
(CORPORATE SEAL)
APPROVED AS TO
FORM & LANGUAGE
& fOR EXECUTION
City Attome~ f'-
~~).~
Date
18
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgments, the foregoing instrument was acknowledged before me by
Arthur Schultz, President of Gold Star Parking Systems, Inc., who is personally
known to me or who has produced tJlf/t/&.,f5 t. Ie. =1/ r-t/::JUJ Sl}? 11890 as
identification.
WITNESS my hand and official seal in the County and S te last aforesaid
this ~ day of 11 ,~os. .2CC(, .::--
My Commission Expires:
~\\\\\""I11""l
~,~ ~E.DRo i",/.
~ ......;,Mi.i~~.. U.A~
s:' ..ft"" ~I".'I%~
~ .. "'\t.I\RJo".... ..Q~
::*: '2~.'Y~
::: . 0 fA.. -:=.
=: ~ ~~: =
_. e.,." . =
:: $.'~ ~DD'" .:::
\~..~ 19?9~ .:*i
~~..~ 6.. ~
~ ~.'.~~. ~
~~~ ......... ~~
""lli srA1E (l' fIl)~'\)~ ""
1111111111I1\\\\'
19