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Standard Parking Corporation Professional Services -- /tJo1- :;6-7 ~ 1 /:z/Ior ;/( 7 j PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND STANDARD PARKING CORPORATION TO PROVIDE PARKING CASHIERS, ATTENDANTS, AND SUPERVISORS FOR THE CITY OF MIAMI BEACH PARKING SYSTEM. THIS AGREEMENT made this 4th day of January, 2005 byand between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and STANDARD PARKING CORPORATION (Contractor). SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Contractor. City Manager: "City Manager" means the Chief Administrative Officer of the City. Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an independent contractor, and not an agent or employee of the City. Contract Manager: An individual designated by Contractor vested with the authority to represent, correspond, and act on behalf of the Contractor with regard to the performance of the services and the Agreement, as further defined in subsection 4.3. Policies and Procedures: The City of Miami Beach Parking Department Policies and Procedures for Attendants, Cashiers and Supervisors (the most current copy, as of the effective date of this Agreement, which is attached as Exhibit "B" to this Agreement and made a part hereof), and as same may subsequently be amended from time to time. Project Coordinator: An individual designated by the City Manager to coordinate, direct and review on behalf of the City all technical matters involved in the Services. Proposal Documents: Proposal Documents shall mean the Request for Proposals No. 18- 03/04 (RFP No. 18-03/04) to Solicit Proposals for Parking Attendants, Cashiers, and Supervisors for the City of Miami Beach Parking System; and b) the Contractor's response there to (Proposal), which is incorporated by reference in this Agreement and made a part hereof. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. Services: All services, work and actions by the Contractor performed pursuant to or undertaken under this Agreement. Termination: Termination of Contractor Services as provided in Section 4.7 of this Agreement. SECTION 2 SCOPE OF WORK AND SERVICES REQUIRED (SERVICES) The Contractor's scope of work will require it to provide the City of Miami Beach Parking System with trained, quality, hourly employees, positioned as parking attendants/ 2 cashiers and supervisors, as deemed necessary by the City. These individuals will be employees of the Contractor and shall at no time be considered City employees. Contractor will utilize other of Contractor's employees to fill-in for lunch breaks, vacation days and sick days of all personnel required by the City. Staffing the required cashiers/attendants and supervisors will be the sole responsibility of the Contractor, but the City shall have sole discretion in determining all staffing levels, as required by the City, in ensuring Contractor's performance of the Services set forth herein. It is the responsibility of the Contractor to ensure that all personnel are trained in the use of Federal ADP magnetic-stripe parking systems and have received training in and are fully. knowledgeable with the Policies and Procedures. Contractor and employees of Contractor shall at all times during the term herein adhere to the Policies and Procedures in effect as of the commencement date of this Agreement. The Policies and Procedures are attached as Exhibit B, and are incorporated herein as a component of the Agreement. Notwithstanding Exhibit B, the City reserves the right, in its sole discretion, to amend the Policies and Procedures at any time during the term of this Agreement, and Contractor hereby agrees and acknowledges to be governed by any and all such amendments. Contractor and employees of the Contractor are to keep uniforms in like-new condition and shall assure that the City approved, Contractor issued uniforms are worn, per the standards issued by the City. Contractor will provide and directly pay for the costs of all uniforms for parking attendants, cashiers, and supervisors. Contractor will provide for individual honesty tests, as may be required from time to time during its hiring process. Contractor's personnel will reconcile the cash drawer and parking tickets from transient parkers; reconcile and balance the cash revenues transaction sheets; and will 3 deposit said cash directly into the on-site depository, on a daily basis. Contractor will provide City with copies of the deposits and all reconciled cash revenue reconciliation sheets and required paperwork on a daily basis. Contractor is responsible for all cash shortages and discrepancies in reconciling cash collected to parking tickets, revenue control reports (where applicable), and any and all other exception tickets. Contractor shall reimburse City in full, for any discrepancies within seventy-two (72) hours of notice to Contractor by City of said discrepancy. Reimbursement shall be made to City of Miami Beach Parking System, located at 1130 Washington Avenue, Suite 100, Miami Beach, Florida 33139. SECTION 3 COMPENSATION 3.1 FIXED FEE The billing rate will be $14.43 per hour for parking attendants/cashiers and $15.62 per hour for supervisors. Each employee described in Section 2 will be paid by the Contractor on an hourly basis. In addition, the Contractor will be responsible for payment of payroll taxes, workman's compensation, retirement benefits and group insurance on each of the employees. It is understood that the Federal Minimum Wage may be increased, or that the Contractor may want to increase the gross hourly rate and corresponding benefits to its employees. This will then result in an increase on the hourly charges (billing rate) to the City. In the event the Federal Minimum Wage covering the classification of Services provided under this Agreement is increased through enactment of Federal legislation, the Contractor shall immediately notify the City of such increase. Upon satisfactory presentation of documentation justifying such increase to the City, and subject further to prior written approval by the City, Contractor shall receive additional payment per hour for all 4 classifications equal to the actual increase in the Minimum Wage applicable to the Services provided. In the event Contractor wishes to voluntarily increase an employee's gross hourly rate and/or corresponding benefits, and such increase will result in an increase of the hourly charges (billing rate) to the City, Contractor shall first obtain the prior written consent of the City. In approving any proposed rate increase(s) proposed by Contractor, whether mandatory or voluntary, one of the City's primary concerns and objectives shall be to assure that said increase(s) substantially benefits Contractor's employees; to that end, Contractor hereby acknowledges and represents that no less than sixty(60%) percent of any approved salary increase shall, at a minimum, be directly distributed and/or apportioned by Contractor to directly benefit the employee, with no more than forty (40%) percent apportioned by Contractor to cover an increase(s) in its costs/fringes/benefits. 3.2 METHOD OF PAYMENT Payment shall be made monthly to the Contractor pursuant to bi-weekly invoices submitted by the Contractor, for all hours of work at the hourly billing rate referenced in subsection 3.1. Contractor shall provide the City with all time cards and summary sheets related to its bi-weekly invoice. The City shall verify time cards and summary sheet calculations and any discrepancies shall be duly noted and deducted from Contractor's invoice. City will process all invoices in a timely manner. 5 4.1 SECTION 4 GENERAL PROVISIONS RESPONSIBILITY OF THE CONTRACTOR Contractor will make every effort to obtain and hire the best of quality and integrity personnel relative to this position. All personnel shall have, at a minimum, good command of the English language, shall be proficient in simple math, and shall be qualified to complete all daily cashier reports and related materials. All personnel must be bonded and insured, with proof of same to be made available to the City, upon request. In its performance of the Services, the Contractor shall comply with all applicable laws and ordinances, including but not limited to, applicable regulations of the City (including but not limited to the Policies and Procedures), County, State, Federal Government, ADA, EEO Regulations and Guidelines. 4.1.1 Immediate Removal of Contract Parkinq Cashier. Attendant. and/or Supervisor The City reserves the right, in its sole discretion, to demand that the Contractor remove any cashier(s), attendant(s), or supervisor(s) within one-hour of notification by the City's Project Coordinator to Contract Manager, of any employee that the City deems unacceptable. The City may deem an employee unacceptable based upon, but not limited to: employee job knowledge; employee courtesy to the public; employee presence; employee communication skills; employee honesty and integrity; employee capacity as a supervisor; or for whatever other reason said employee is deemed unacceptable by the City's Project Coordinator. 4.2 PUBLIC ENTITY CRIMES Contractor shall file with the Office of the City Clerk a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(1) Florida Statute on Public Entity Crimes. 6 4.3 CONTRACT MANAGER The Contractor shall appoint a trained and qualified individual, acceptable to the City, to serve as Contract Manager for the Services, and who shall be fully responsible for the day-to-day activities under this Agreement and who shall serve as the primary contact for the City's Project Manager. 4.4 DURATION AND EXTENT OF AGREEMENT (TERM) This initial term of this Agreement shall be for a period of three (3) years, commencing on January 4, 2005, and ending on January 3, 2008. At the City's sole option and discretion, and provided Contractor is in good standing pursuant to the terms of the Agreement, the City may renew the Agreement for one (1) additional two-year term. Renewal notice shall be provided to the Contractor by the City no later than thirty (30) days before the expiration of the initial term, as set forth herein. 4.5 INDEMNIFICATION Contractor agrees to indemnify and hold harmless, the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, in law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees, agents, sub-contractors, or any other person or entity acting under Contractor's control, in connection with the Contractor's performance of the Services pursuant to this Agreement; and to that extent, the Contractor shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and 7 attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1 %) of the total compensation of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's Indemnity Agreement. The Contractor's obligation under this Section shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.6 INSURANCE I BONDING REQUIREMENTS 4.6.1 The Contractor shall not commence any work and/or services pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. The Contractor shall maintain and carry in full force during the Term of this Agreement, and throughout the duration of the work and/or services, the following insurance: 1. Contractor General Liability, in the amount of $1,000,000.00. A certified copy of the Contractor's (and any sub-contractor's) Insurance Policy must be filed and approved by the Risk Manager prior to commencement of the Services contemplated herein. The City of Miami Beach must be named as an additional insured. 2. Workers' Compensation & Employers Liability, as required pursuant to Florida Statutes. 8 4.6.2 All of Contractor's certificates, above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing. These certificates will be kept on file in the office of the Risk Manager, City Hall, 1700 Convention Center Drive, 3rd Floor, Miami Beach, Florida 33139. The Contractor is responsible for obtaining, submitting, and maintaining current and in full force, all insurance certificates for its subcontractors. 4.6.3 All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. 4.6.4 Compliance with the insurance requirements in this Section, shall not relieve the Contractor of the liabilities and obligations under this Section or under any other portion of this Agreement, and the City shall have the right to obtain from the Contractor specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required overage. 4.6.5 Within twenty (20) days of the date of the commencement date of the Agreement, or 9 prior to commencement of operations by the Contractor hereunder, whichever occurs first, the Contractor shall also provide a Blanket Position Fidelity Bond, with the City named as obligee, in an amount not less than $10,000.00 for each employee. The bond for employees handling or responsible for the handling of cash, paying expenses or having accountability for inventory shall be $50,000.00. The form of such bond(s) shall be subject to the prior approval of the City's Risk Manager. Such bonds shall be kept in full force throughout the term of this Agreement and any extension thereof. At its sole discretion, the City may authorize the substitution of Comprehensive Dishonesty, Disappearance and Destruction or Fidelity Insurance, in amounts to be determined by the City, in lieu of said bonds; increase or decrease the amount of the required bonds; or provide this coverage on bond(s) directly. 4.7 TERMINATION. SUSPENSION AND SANCTIONS 4.7.1 Termination for Cause If the Contractor, shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations in this Agreement, the City shall thereupon have the right to terminat.e the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of this Agreement and shall grant Contractor ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City, upon seven (7) days notice to Contractor, may terminate this Agreement. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Contractor. Additionally, the City may reasonably withhold payments to the Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. 10 4.7.2 Termination for Convenience of the City Notwithstanding the language in Subsection 4.7.1, the City may, for its convenience and without cause, terminate the Services then remaining to be performed at any time by giving seven (7) days written notice to Contractor of such termination, which shall become effective seven (7) days following receipt by Contractor of the written termination notice. 4.7.3 Termination for Insolvencv The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.7.1. 4.7.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to, withholding of payments to the Contractor under the Agreement until the Contractor complies and/or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Subsection, the rights and obligations of the parties shall be the same as provided in Section 4.7.1. 4.8 ASSIGNMENT. TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 11 4.8.1 AUDIT AND INSPECTIONS At any time during normal business hours, and as often as the City may deem necessary, Contractor shall make available to the City and/or such representatives as the City may deem to act on its behalf, to audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Contractor shall maintain any and all records necessary to document compliance with the provisions of this Agreement. 4.8.2 ACCESS TO RECORDS C;;ontractor agrees to allow access during normal business hours to all financial and any and all other records to the City and/or such authorized representatives as it may deem to act on its behalf, and agrees to provide such assistance as may be necessary to facilitate financial audit by the City or its representatives as deemed necessary to ensure compliance with applicable accounting and financial standards. Contractor shall allow access during normal business hours to all other records, forms, files, and documents which have been generated in performance of this Agreement, to those personnel as may be designated by the City. 4.9 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, sexual orientation or disability. The Contractor shall take such action as may be necessary to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital 12 status, sexual orientation or disability. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.10 CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Miami-Dade Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the contract conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. 4.11 NOTICES All communications relating to the day-to-day activities shall be exchanged between the Contract Manager appointed by Contractor and the Project Coordinator designated by the City. The Contractor's Contract Manager and the City's Project Coordinator shall be designated promptly upon commencement of the Services. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). 13 Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: STANDARD PARKING CORPORATION Thomas L. Hagerman 50 West Broad St. Suite 1600 Columbus, Ohio 43215 T: (614) 224-5541 F: (614) 224-3968 WITH COPIES TO: Bruce Kubena 4 Greenway Plaza Suite C950 Houston, TX 77046 (713) 965-2936 Office (713) 965-1775 Fax TO CITY: City of Miami Beach Parking System Attn: Saul Frances, Parking Director 1130 Washington Avenue, Suite 100 Miami Beach, FL 33139 . (305) 673-7000, extension 6483 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.12 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 14 Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY 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. 4.13 ENTIRETY OF AGREEMENT This writing and the Services embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. The Proposal Documents are hereby incorporated by reference into this Agreement. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. This Agreement, shall be governed by and construed according to the laws of the State of Florida without reference to principles of conflicts of law. Any action or proceeding brought under this Agreement shall be brought in Federal or State Court in Miami-Dade County, Florida. 4.14 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on its 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 total amount of any sums to be paid by the City to Contractor pursuant to this Agreement, less any sums actually paid thereon. Contractor hereby expresses its willingness to enter into 15 this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount equal to the total of any sums to be paid to Contractor pursuant to this Agreement, less the amount of all funds actually paid by the City to Contractor pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of the total amount of any sums to be paid by the City to Contractor pursuant to this Agreement, which amount shall be reduced by such amounts actually paid by the City to Contractor pursuant to this Agreement, for any action or claim for breach of obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. City Clerk Robert Parcher LORIDA FOR CITY: :~likrP aML- Mayor David Dermer FOR CONTRACTOR: STANDARD PARKING CORPORATION By (J)1h!\ _____ Thomas L. Hag~an Executive Vice-President ATTEST: ~7~ Bruce Kubena Senior Vice-President 16 APPROVED AS TO FORM & LANGUAGE ~EC~~ ._ .. tome ~* Date