Agreement with Imperial Parking (U.S.), Inc.
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND
IMPERIAL PARKING (U.S.), INC.
TO PROVIDE PARKING CASHIERS, ATTENDANTS, AND SUPERVISORS
FOR THE CITY OF MIAMI BEACH PARKING SYSTEM
PURSUANT TO REQUEST FOR PROPOSALS NO. 11-07/08
THIS AGREEMENT made on ?J0," 2008 by and between the CITY OF MIAMI
BEACH, a Florida municipal corporation located at 1700 Convention Center Drive, Miami Beach,
Florida (City), which term shall include its officials, successors, legal representatives, and assigns,
and Imperial Parking (U.S.), Inc., a ~ ~a~.a~.s-~ corporation with offices at 1395 Brickell Avenue,
Miami, Florida (Contractor), which term shall include its officials, successors, legal representatives,
and assigns.
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 or
his authorized designee.
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 this Agreement.
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Policies and
Procedures: The City of Miami Beach Parking Department Policies and
Procedures for Attendants, Cashiers and Supervisors, as same may
subsequently be amended from time to time. The most current copy
of the Policies and Procedures, as of the effective date of this
Agreement, is attached and incorporated as Exhibit "A" hereto.
Project
Coordinator: An individual designated by the City Manager with the authority to
represent, correspond, and act on behalf of the City with regard to
the day to day performance of the Services contemplated in this
Agreement.
Proposal
Documents: Proposal Documents shall mean Request for Proposals No. 11-07/08
to Solicit Proposals for Parking Attendants, Cashiers, and
Supervisors for the City of Miami Beach Parking System; and b) the
Contractor's response thereto (Proposal), both of which are attached
and incorporated as Exhibit "B" hereto; provided, however, that in the
event of an express conflict between the Proposal Documents and
the Agreement, the precedence will be given to that term/provision
which allows the City to enforce the Agreement in the strictest
possible terms, and/or in accordance with the term(s) most favorable
for the City.
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
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to or undertaken under this Agreement, including, without limitation,
the Proposal Documents, and any exhibits and/or amendments
hereto.
Termination: Termination of Contractor's Services, as provided in Section 4.7 of
this Agreement.
SECTION 2
SCOPE OF WORK AND SERVICES REQUIRED (SERVICES)
Contractor shall provide the City of Miami Beach Parking System with trained, quality,
hourly employees, positioned as parking attendants, cashiers and supervisors, as deemed
necessary by the City, in its sole and reasonable discretion, to provide Services
contemplated in this Agreement. 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 for all personnel required by the City under this Agreement.
Selection, hiring, and staffing of the required cashiers, attendants and supervisors to
adequately ensure the provisions of the Services in a first-class manner will be the sole
responsibility of the Contractor. Notwithstanding the preceding, however, the City shall have
the authority to review Contractor's staffing levels in determining and assuring, in its sole and
reasonable discretion, that Contractor is providing the Services in accordance with the
highest levels of service and professionalism and in a manner comparable to the provision
of similar services in first-class public parking garages.
It is the sole 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 its employees
shall at all times, during the term herein, adhere to the Policies and Procedures.
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The most current version of the Policies and Procedures, as of the effective date of
this Agreement, is attached and incorporated as Exhibit "A", hereto. Notwithstanding the
preceding, 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 shall issue its employees uniforms, which shall be approved by the City,
and worn per City-issued standards. Contractor and its employees shall keep uniforms in
like-new condition. Contractor will provide and directly pay for the costs of all uniforms for its
employees.
Contractor will provide for individual honesty tests for its employees during its hiring
process, and as may be required by the City from time to time.
Contractor will reconcile the cash drawer and parking tickets from transient parkers;
reconcile and balance the cash revenues transaction sheets; and will 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, whether written or verbal, from City to Contractor of said discrepancy.
Reimbursement shall be made to:
City of Miami Beach Parking Department
309 23~d Street, Suite 200
Miami Beach, Florida 33139
Attention: Saul Frances, Parking Director
2.1 Proposal Documents Incorporated:
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Notwithstanding the description of Contractor's Services in this Section 2 and the
Agreement, and without limitation, Contractor shall provide any and all services as set forth
in the Proposal Documents (and as same be revised from time to time by written
amendment to this Agreement).
2.2 Value Added Services:
Contractor acknowledges that the Value Added Services referenced in its Proposal
are a primary inducement. for City in entering into the Agreement. Accordingly, Contractor
shall provide, at its sole cost, all Value Added Services included in its Proposal.
2.3 "Migration" of Standard Parking Employees:
As further inducement for the City to enter into this Agreement, Contractor commits
to offer employment to employees of the City's former contractor/provider of cashiers,
attendants and supervisors (Standard Parking), which offer shall include the following terms:
1) All Standard Parking employees choosing to "migrate" shall be offered
employment by Contractor, at a minimum, at the same wage/benefit package the
employee had with Standard Parking;
2) Contractor shall not reduce any employee wages for those employees of
Standard Parking who were earning more than the hourly wage required under
the City's Living Wage Ordinance (provided the employee was earning that wage
as of the date of issuance of the City RFP process for the Services herein); and
3) At a minimum, in providing the Services herein, Contractor shall maintain the
same number of full-time employees as maintained by Standard Parking under
the former contract with the City.
Notwithstanding the preceding, any and all employees including, without limitation,
employees of Standard Parking seeking employment with Contractor pursuant to the
aforestated provisions, must comply with Contractor's hiring policies and procedures as a
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condition of employment.
2.4 Additional Facilities:
At the City's sole option and discretion, Contractor may be required to provide its
Services to such additional facilities, including without limitation, other City garages and/or
parking lots not identified in the City's Parking System (the Additional Facilities). The City
Manager reserves the right to include Additional Facilities, on a case by case basis, at a
rate(s) to be negotiated and said rate(s) shall be substantially the same rate(s) or less than
contained herein.
2.5 Additional Public Benefit:
During the term of this Agreement, and subject to mutual agreement by the parties,
the City and Contractor shall use their best efforts to implement one or more joint "public-
private" not for profit collaborations for the benefit of the City of Miami Beach community,
such as, without limitation, a Children's Toy Drive, Thanksgiving Food Drive, etc.
SECTION 3
COMPENSATION
3.1 FIXED FEE
Contractor's billing rate will be $13.88 per hour for parking attendants/cashiers, and
$16.77 per hour for supervisors.
Employees will be paid by the Contractor on an hourly basis.
Contractor will be solely responsible for payment of payroll taxes, workman's
compensation, retirement benefits, and group insurance for each of its employees, and the
City shall have no liability whatsoever, whether to Contractor or its individual employees, for
same.
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The parties acknowledge 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, during the term of the Agreement.
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, in writing, of such increase. Following
presentation of documentation, satisfactory to the City, verify such increase, and subject
further to prior written approval of the City, which approval, if given at all, shall be subject to
the sole and reasonable discretion of the City Commission, Contractor shall be entitled to
receive additional payment per hour for all classifications, equal to the actual increase in the
Minimum Wage applicable to the Services provided. This will then result in an increase to
the billing rate (hourly charges) to the City.
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 to the billing
rate (hourly charges) to the City, Contractor shall notify the City, in writing, of its intent, and
provide the City with any and all documentation, as may be requested by the City and to its
satisfaction, justifying the proposed increase; following which, Contractor shall obtain the
prior written consent of the City, which consent, if given at all, shall be subject to the sole
and reasonable discretion of the City Commission.
In determining whether to approve any proposed rate increase(s) (proposed by
Contractor), whether mandatory or voluntary, the City may consider whether the proposed
increase is intended to substantially benefit Contractor's employees. To that end, Contractor
hereby acknowledges and represents that no less than sixty(60%) percent of any approved
rate 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 in its costs/fringes/benefits.
3.1.1 Living Wage Ordinance Requirement:
THE FOLLOWING REQUIREMENT SHALL APPLY TO THIS CONTRACT:
Pursuant to City of Miami Beach Living Wage Ordinance No. 2001-3301, as codified
in Chapter 2, Division 6, Sections 2-407 thru 2-410, of the Miami Beach Code, all service
groups or individuals, entering into a contract with the City, shall pay to all its employees, a
living wage of not less than $8.56 an hour with health benefits, or a living wage of not less
than $9.81 an hour without health benefits. For a covered employer to comply with the living
wage provision by choosing to pay the lower wage scale ($8.56/hour) when a covered
employer also provides health benefits, such health benefits shall consist of payment of at
least $1.25 per hour toward the provision of health benefits for covered employees and their
dependents.
CONTRACTOR, BY ITS EXECUTION OF THIS AGREEMENT, HEREBY
ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THE CITY'S
LIVING WAGE ORDINANCE, AS SAME MAY BE AMENDED FROM TIME TO TIME.
Equal Benefits Reauirements:
THE FOLLOWING REQUIREMENT SHALL APPLY TO THIS CONTRACT:
Contractor by its execution of this Agreement, further acknowledges that it is required
to comply with all applicable provisions of City Ordinance No. 2005-3494, as same may be
amended from time to time, which requires certain Contractor to provide equal benefits for
domestic partners (the Ordinance). This Ordinance applies to all employees of Contractor
who work within the City limits of the City of Miami Beach, Florida, and the Contractor's
employees located in the United States, but outside of the City of Miami Beach limits, which
are directly performing work on a contract within the City of Miami Beach.
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CONTRACTOR, BY ITS EXECUTION OF THIS AGREEMENT, HEREBY
ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THE
ORDINANCE, AS SAME MAY BE AMENDED FROM TIME TO TIME.
3.2 METHOD OF PAYMENT
Payment shall be made monthly to 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 approved invoices in a timely manner. Contractor's invoices
and all required back-up documentation shall be submitted to:
City of Miami Beach Parking Department
309 23~d Street, Suite 200
Miami Beach, Florida 33139
Attention: Saul Frances, Parking Director
SECTION 4
GENERAL PROVISIONS
4.1 CONTRACTOR'S EMPLOYEES
Contractor will make every effort to obtain and hire personnel of the highest quality,
caliber, and integrity relative to each position required to perform the Services hereunder.
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 (Contractor's bonding requirement shall be
satisfied as provided in subsection 4.6.2).
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Contractor's employees and/or independent contractors shall be
employees/contractors of Contractor and shall not be considered agents or employees of the
City. Subject to the provisions of this Agreement, Contractor shall select the number,
function, qualifications, and compensation (including benefits as applicable) of each and
every one of its employees/contractors.
In its performance of the Services, the Contractor shall comply, and shall be solely
responsible for ensuring that its employees and independent contractors comply, with all
applicable City, State, County, and Federal laws and ordinances including, without limitation,
applicable regulations of the City (including, without limitation the Policies and Procedures),
ADA, and EEO Regulations and Guidelines.
4.1.1 Immediate Removal of Cashiers, Attendants, and/or Supervisors:
The City reserves the right, in its sole and reasonable discretion, to demand that the
Contractor remove any cashier(s), attendant(s), or supervisor(s) within one-hour of
notification, whether written or verbal, by the City's Project Coordinator to Contract Manager,
of any employee that the City deems unacceptable. The City may deem an employee
unacceptable where, in its sole and reasonable judgment, the City determines that an
employee is not providing Services and/or performing in accordance with the standard of
quality and level of professionalism as would be commensurate with cashiers, attendants
and supervisors in similar, first-class operated public parking garages, and may consider
such factors as: employee job knowledge; employee courtesy to the public; employee
attendance; employee communication skills; employee honesty and integrity; employee
capability as a cashier, attendant and/or supervisor; or other similar factors.
4.2 PUBLIC ENTITY CRIMES
Prior to commencement of the Services herein, Contractor shall file with the Office of
the City Clerk a State of Florida Form PUR 7068, Sworn Statement, under Section
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287.133(3)(1), Florida Statutes, (Public Entity Crimes).
4.3 CONTRACT MANAGER
Prior to commencement of any Services pursuant to this Agreement, the Contractor
shall appoint a trained and qualified individual, acceptable to the City, to serve as Contract
Manager for the Services, 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.
Contractor further agrees that, within fourteen (14) days written notice from the City,
Contractor shall promptly review and replace the Contract Manager assigned to this
Agreement, which request may be made by the City with or without stating cause for same.
4.4 DURATION AND EXTENT OF AGREEMENT (TERM)
The initial term of this Agreement shall be for a period of three (3) years,
commencing on August 11, 2008, and ending on August 10, 2011. 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 two (2) additional one-year terms, upon
the same terms and conditions set forth herein. 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, reasonable 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, contractors, or any other
person or entity acting under Contractor's control, in connection with the Contractor's
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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
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 for 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.
The parties acknowledge and agree that this Indemnity Agreement is intended to and
shall survive termination of this Agreement.
4.6 INSURANCE /BONDING REQUIREMENTS
4.6.1 Insurance Requirements:
4.6.1.1
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, or throughout the
duration of the Services, whichever is greater, the following insurance:
1) Contractor General Liability, in the amount of $1,000,000.00. An
original certificate of insurance evidencing the Contractor's (and any
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sub-contractor's) Insurance Policy must be filed and approved by the
Risk Manager prior to commencement of the Services. The City of
-Miami Beach, Florida, must be named as an additional insured.
2) Workers Compensation & Employers Liability, as required pursuant
to Florida Statutes.
4.6.1.2
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. 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 shall also be solely responsible for obtaining, submitting, and
maintaining current and in full force, all insurance for its subcontractors.
4.6.3.1.3
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.
4.6.1.4
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
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copies of the insurance policies in the event that submitted certificates of insurance are
inadequate to ascertain compliance with required coverage.
4.6.2 Bondina Reauirements:
Within twenty (20) days of execution of this Agreement by the parties, or no later than
the first day of commencement of Contractor's Services hereunder, whichever is earlier, the
Contractor shall provide a Form A/Blanket Fidelity Bond covering loss of property, including,
but not limited to, money and securities property, as a direct result of a dishonest act
committed by any employee of the Contractor, acting alone or in collusion with others,
including computer fraud by the Contractor's employees, in an amount of $2,000,000 per
occurrence and per policy period. This coverage shall be subject to the verifications and
other requirements for insurance, asset forth in subsections 4.6.1.2 through 4.6.1.4 herein.
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 terminate 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 seven (7) days to cure such default. If
such default remains uncured after seven (7) days, tf~e City, upon three (3) 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.
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4.7.2 Termination for Convenience of the Citv:
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 THIRTY (30) DAYS
WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION, WHICH SHALL
BECOME EFFECTIVE AS OF THE DATE SPECIFIED IN THE NOTICE TO
CONTRACTOR.
4.7.3 Termination for Insolvency:
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 which consent, if given at all, shall be
at the City's sole and reasonable discretion.
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4.9 AUDIT AND INSPECTIONS
At any time during normal business hours, and as often as the City may deem
necessary, during the term herein, Contractor shall make available to the City and/or such
representatives as the City may deem to act on its behalf, to audit, examine, inspect,
and/or copy, any and all records and documents of Contractor's related to matters
covered by this Agreement including, without limitation, all contracts, invoices, payrolls,
records of personnel, conditions of employment, and such other data, records,
documents, and/or materials (collectively, the Records) as may relate to matters covered
by this Agreement. Contractor shall maintain any and all such Records throughout the
term of this Agreement and for a period of three (3) years after the conclusion of all
Services to be performed herein.
4.9.1 Access to Records:
Contractor agrees to allow access during normal business hours to all Records,
pertaining to this Agreement and the performance of the Services, 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 audit (financial or otherwise), and/or inspection
by the City or its representatives.
4.9.2 Contractor shall bind any of its contractors performing a portion of work and/or of the
Services under this Agreement to the provisions of Sections 4.9 and subsection 4.9.1
hereto.
4.9.3 Annual Performance Evaluation and Audit:
It is the parties' intent to stay informed of comments and suggestions by the City
regarding Contractor's performance under this Agreement. Accordingly, within thirty (30)
days after the end of each contract year during the term of this Agreement, City and
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Contractor shall meet to review and evaluate Contractor's performance under the
Agreement for the previous contract year, following which, a detailed written
report/performance evaluation shall be prepared and presented to the City Managerwho, in
his reasonable discretion and judgment, may present said report to the City Commission.
Contractor and City hereby agree and acknowledge to share equally in any excess
revenues over and above Contractor's "Base Estimated Profit" over the initial three (3) year
term of this Agreement. For purposes of this subsection 4.9.3, Contractor's "Base Estimated
Profit" is established at $262,500, which number is the amount of Contractor's estimated
profit for the first year of the Agreement (as identified in Contractor's Proposal), or $87,500,
multiplied by three (i.e. the three (3) year initial term). Accordingly, immediately following the
conclusion of the initial term, any revenues over the Base Estimated Profit of $262,500 shall
be shared equally between Contractor and the City, and Contractor shall, upon written notice
from the City, without delay, remit the City's share of Contractor's excess profit, in the
amount and within the time period required pursuant to the City's notice.
In addition to the City's performance evaluation of Contactor, (as also set forth in this
subsection 4.9.3), at the end of each contract year during the term of this Agreement, the
City and Contractor agree to meet to review the profitability of the contract (for purposes of
this subsection 4.9.3), which shall include the City's review of all necessary documents and
records to substantiate such profitability. Notwithstanding, if Contractor does not meet or
exceed the $87,500 threshold in any given year of the initial contract term, but still exceeds
the Base Estimated Profit at the end of the initial term, then Contractor shall be required to
equally share any excess amounts over the Base Estimated Profit as provided herein.
4.10 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,
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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
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.
4.11 CONFLICT OF INTEREST
The Contractor agrees to adhere to and be governed by the Miami-Dade County
Ethics and Conflict of Interest laws, as same may be amended from time to time, and by the
City of Miami Beach Charter and Code, as same may be amended from time to time, in
connection with the performance of the Services herein.
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.
4.12 NOTICES
All communications relating to the day-to-day activities under the Agreement shall be
exchanged between the. Contract Manager appointed by Contractor and the Project
Coordinator designated by the City. The Contract Manager and Project Coordinator shall be
designated by the parties no later than the first day of Contractor's commencement of the
Services hereunder.
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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 (orair-mailed if addressed to an address
outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO CONTRACTOR: Imperial Parking (U.S.), Inc.
1395 Brickell Avenue -Parking Office
Miami, FL 33131
Attention: Chester Escobar, General Manager
WITH COPIES TO: Imperial Parking (U.S.), Inc.
200 S. Michigan Avenue, Suite 1215
Chicago, IL 60604
Attention: Mike McKeon, Vice President, Central U.S.
Imperial Parking Corporation
510 Walnut Street, Suite 420
Philadelphia, PA 19106
Attention: General Counsel
TO CITY: City of Miami Beach Parking Department
309 23~d Street, Suite 200
Miami Beach, FL 33139
(305) 673-7000, extension 6483
Attn: Saul Frances, Parking Director
WITH COPIES TO: City of Miami Beach
Office of the City Manager
1700 Convention Center Drive, 4th Floor
Miami Beach, FL 33139
Attn: Robert C. Middaugh, Assistant City Manager
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.
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4.13 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 beMiami-Dade County, Florida,
if in state court, and the U.S. District Court, Southern District of 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.
4.14 COMPLIANCE WITH ALL APPLICABLE LAWS
The Contractor, its agents, employees, and contractors, shall comply with all
applicable Federal, State and County laws; the Charter, related laws, Code, and ordinances
of the City of Miami Beach; the Policies and Procedures; and all applicable rules and
regulations promulgated by focal, State and national boards, bureaus and agencies as they
relate to this Agreement.
4.15 EMPLOYEE/SUB-CONTRACTOR SKILL. KNOWLEDGE AND EXPERIENCE
The Contractor represents that it has made, and will continue to make, reasonable
investigation of all employees (including, without limitation, supervisors, cashiers, and
attendants) and independent contractors to be utilized in the performance of the Services
under this Agreement, to determine that alt possess the requisite skill, knowledge, and
experience necessary to enable them to perform their respective work and/or portion of the
Services, in accordance with the level of service and quality associated with the operation of
similar first-class public parking garage facilities. Notwithstanding the preceding, or any
other term or condition of this Agreement, Contractor shall be primarily and solely
responsible to the City for the performance of the Services under this Agreement.
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4.16 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
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.
4.17 NO PARTNERSHIP
Nothing in this Agreement shall constitute or be construed to be or create a
partnership or joint venture between City and Contractor.
4.18 ENTIRETY OF AGREEMENT
This writing, the Services, the Proposal Documents, and any exhibits and
attachments hereto, are intended to 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
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superseded hereby.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY:
ATTEST:
City Clerk
FOR CON'T'R.~ACTOR:
CITY OF MIAMI BEACH, FLORIDA
~ ,
By:
Mayor
IMPERIAL PARKING (U.S.), INC.
~ C' ~ s2-- ~ ~/~/~ .L K.rZ_ ~~~ .
ATTEST:
i'~
.- ~~'~
~*~~ irw Vice-President
APPROVED AS TO
FORM 8~ LANGUAGE
r~ FOR EXECUTION
~ 7~d~
City Atto ~ Oate
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