PARKING FACILITIES MANAGEMENT CONTRACT
PARKING FACILITIES MANAGEMENT CONTRACT
This PARKING FACILITIES MANAGEMENT CONTRACT (this Contract) is made and
entered into as of this ~ ~ day of ~~ 2003, by and between the City of
Clearwater, Florida, P. O. Box 4748, Clearwater, FL 33758-4748 hereinafter referred to as the
"City," and Standard Parking Corporation, Attn: Senior Manager, 201 East Kennedy Blvd., Suite
750, Tampa, FL 33606 a Delaware corporation, hereinafter referred to as the "Firm."
WIT N E SSE T H:
THAT, WHEREAS, City presently owns or controls the parking facilities defined herein
and has the authority to contract for the management of said facilities;
WHEREAS, the Firm is an experienced Firm and manager of parking facilities; and
WHEREAS, City and the Firm desire to enter into an agreement whereby the Firm will
manage all parking of motor vehicles at such facilities upon the terms, covenants and conditions
herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. PARKING FACILITIES. City hereby grants to the Firm and the Firm hereby
accepts the exclusive right and obligation of administering, managing and operating the parking
operations with respect to the parking facilities located in the City of Clearwater, Florida, as
described in the Request For Proposal, No. 33-03 ("RFP"), which RFP is incorporated herein by
this reference and hereinafter referred to as the "Parking Facilities."
2. TERM. The term of this Agreement shall be for three (3) years, commencing on
October 1, 2003 (the "Commencement Date") and expiring on September 30, 2006, unless sooner
terminated in accordance with (a) the following paragraph or (b) any other applicable provision
herein.
Either party may terminate this Agreement at any time, without cause, upon not less than
ninety (90) days prior written notice to the other party hereto.
3. THE FIRM'S OBLIGATIONS AND SERVICES: OPERATING EXPENSES.
The Firm hereby covenants and agrees that it will:
(a) Operate and direct the operation of the Parking Facilities in accordance with
the specifications set forth in the RFP. The Firm's services shall be
provided in a professional, businesslike and efficient manner, with
supervision and inspection adequate to properly manage the Parking
Facilities as detailed in the RFP. City reserves the right to establish the
hours of operation and parking rates for the Parking Facilities.
(b) Routinely maintain, through minor repairs and adjustments, the equipment
located at the Parking Facilities as required by the terms of the RFP.
(c) Hire, pay, provide customary benefits for and supervise sufficient
experienced and qualified personnel who will render the services required by
this Contract. Such employees will be neatly uniformed as required in the
RFP and courteous to the public. All persons so employed shall be
employees of the Firm and not of City, and shall have no authority to act as
the agent of City. The Firm shall screen all of its employees at the Parking
Facilities in accordance with the RFP requirements.
(d) Cause the Parking Facilities to be maintained in a clean and orderly manner
according to reasonable standards acceptable to City, but the Firm shall not
be required to make (and shall not be authorized to make, without City's
prior written approval) any structural, mechanical, electrical or other
installations, alterations or repairs to the Parking Facilities required by
statutes, regulations or other governmental requirements pertaining to air
quality, environmental protection or persons with disabilities, which matters
shall be the sole responsibility of City.
(e) Obtain and maintain the policies of insurance specified in Section 7 hereof.
(f) Collect fees for parking and storage of motor vehicles at the Parking
Facilities and deposit same in accordance with Section 4 herein.
(g) Provide any other services required by the RFP and the "Standard
Operating Procedures" to be developed by the Firm in conjunction with
City staff as set forth in the RFP.
With regard to security, City expressly acknowledges that the Firm does not have
knowledge or expertise as a guard or security service, and does not employ personnel for that
purpose, nor do the Firm's employees undertake the obligation to guard or protect customers
against the intentional acts of third parties. City shall determine, at City's discretion, whether and
to what extent any precautionary warnings, security devices, or security services may be required to
protect patrons in and about the Parking Facilities.
"Operating Expenses" shall include the following: salaries and wages and associated
payroll burden (including payroll taxes and fringe benefits); license and permit fees; uniforms,
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supplies, tools and cleaning; telephone; employee recruitment, training and ongoing employee
relations; postage and freight; tickets, paper and reporting forms; accounts payable and insurance
claims processing; health insurance, workers' compensation insurance and garagekeeper's legal and
general public liability insurance premiums. Such Operating Expenses shall be paid out of the
Management Fee.
Operating Expenses shall not include (i) the costs of maintenance and repair
performed by the City, or (ii) City's various costs associated with its ownership and/or occupancy of
the Parking Facilities, including without limitation depreciation, building insurance, debt retirement
(including without limitation mortgage interest), rent and such costs and expenses as may be
necessitated to comply with the Americans With Disabilities Act of 1990). Payment of such
expenses and costs are the sole obligation of City.
"Reimbursable Costs" are any expenses, which are not deemed Operating
Expenses and are approved by City prior to expenditure.
With regard to Sales Tax, the City shall be responsible for payment directly to the
tax collector of any Sales Tax based on Gross Receipts collected by the Firm. Therefore, the Firm
is authorized to deduct Sales Tax each month from Gross Receipts at the same amount that was
paid out by the Firm for such month. The City shall be responsible for payment directly to the tax
collector of the Sales Tax on any cash collected by City or its agents (other than the Firm). Any
deviation from the Sales Tax payment responsibilities as described above must be mutually agreed
upon and set forth in a signed amendment to this Agreement. In addition, each party hereto agrees
to defend, indemnify and hold harmless the other party hereto, with respect to any and all loss, costs
(including attorney's fees), penalties, and all other liability whatsoever arising out of any breach of
the respective Sales Tax payment obligations set forth herein, or as may be subsequently set forth in
any signed amendment(s) hereto.
5. MANAGEMENT FEE. As compensation for the Firm's services hereunder, City
shall pay the Firm a management fee ("Management Fee") in the amount set forth below. Annual
adjustments to the Management Fee are set forth below. The Management Fee shall be paid by the
City to the Firm monthly in accordance with Section 6 below.
Year I 10/1103 - 9/30/04
Year 2 10/1104 - 9/30/05
Year 3 10/1/05 - 9/30/06
$402,653
$410,899
$421,452
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6. PAYMENT OF MANAGEMENT FEE. Within fifteen (15) days after receipt
of the Firm's monthly statement, the City shall pay the Firm the Management Fee. If the
aforesaid payment is not made by the City to the Firm within said 15-day period, the City shall be
deemed to be in default and the Firm's remedies shall be as set forth in Section 20 below.
7. INSURANCE COVERAGES.
(a) The Firm shall carry and maintain, as an Operating Expense, the following
msurance coverages:
(1 ) Worker's Compensation insurance in compliance with the Worker's
Compensation Act of the State of Florida.
(2) Employer's liability insurance on all employees for the Parking
Facilities not covered by the Worker's Compensation Act, for
occupational accidents or disease, for limits of not less than
$100,000 for anyone occurrence, or whatever is necessary to
satisfy the requirements of the umbrella liability insurance
specified in Subsection (a)(5) below.
(3) Comprehensive general liability insurance on an occurrence form
basis with limits of not less than $1,000,000 per occurrence with an
annual aggregate limit of $2,000,000 per location.
(4) Comprehensive crime insurance including employee theft, premise,
transit and depositor's forgery coverage, with limits of liability as
to any given occurrence of $50,000 for monies and securities inside
and outside the Parking Facilities, and $1,000,000 on account of
any employee dishonesty.
(5) Umbrella liability insurance, in excess following form, with an
annual aggregate limit of not less than $50,000,000.
(b) The liability policies affording the coverages described in Subsections
(a)(3) and (a)(5) above shall be endorsed to cover the City and its
employees, agents, directors and officers as additional insured. The City
shall be named as a loss payee with respect to the crime insurance required
in Subsection (a)(4) above.
(c) All such insurance shall be with companies as shall be reasonably
satisfactory to City, and all such policies shall provide that they may not be
cancelled or adversely altered without at least thirty (30) days' prior written
notice to City. The Firm shall deliver satisfactory certificates of insurance
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to City and renewal policies shall be obtained, and certificates delivered to
City, at least thirty (30) days prior to expiration. The City's address for
delivery of the insurance certificates is as follows:
City of Clearwater
Attn: Parking System
P. O. Box 4748
Clearwater, FL 34618-4748
8. MONTHLY REPORTING. On or before the 15th day of each calendar month, the
Firm shall mail to the City a statement showing all Gross Receipts collected in the preceding month
and the Management Fee due. Within ninety (90) days following the last month of the term of this
Contract, the Firm shall mail a like final statement.
The Firm shall keep complete and accurate reports and records (collectively, the
"Records") of all Gross Receipts relating to the Parking Facilities. Such Records shall be kept in
accordance with good accounting practices and shall be in addition to the record-keeping
requirements set forth in the RFP and in the Standard Operating Procedures. The Firm shall permit
City to inspect the Firm's Records at the Firm's offices during reasonable business hours.
9. EQUIPMENT AND IMPROVEMENTS. The City shall provide the equipment
and improvements described in Item 5(E) of the RFP. In addition, the Firm may, with City's written
approval, purchase and install other equipment or improvements, which the parties agree should be
installed as part of the revenue and traffic control system and operational requirements for the
Parking Facilities. Title to equipment and improvement so purchased and installed by the Firm
shall vest in City upon installation, subject to reimbursement by the City.
The Firm agrees that it will not make or construct any improvements, additions or
alterations to the Parking Facilities without the prior written consent of City.
10. CITY'S OBLIGATIONS. The City, at its expense, shall be responsible for
performance of those obligations described as the "City's Responsibilities" in Item 7.0 of the RFP.
The City also shall pay the Firm in accordance with the terms of this Contract.
11. INDEMNIFICATION. The Firm shall defend, indemnify and hold the City
harmless from any and all claims, suits, judgments and liability for death, personal injury, bodily
injury, or property damage arising directly or indirectly from the performance by the Firm, its
employees, subcontractors, or assigns, including legal fees, court costs or other legal expenses. The
City shall give the Firm prompt written notice of any claim for which it seeks indemnity hereunder.
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12. LICENSES AND PERMITS. The Firm shall obtain and maintain all licenses and
permits required by an operator of Parking Facilities by any governmental body or agency having
jurisdiction over the Firm's operations at the Parking Facilities and will abide by the terms of such
licenses and permits. Any license or permit fees incurred by the Firm shall be deemed an Operating
Expense.
13. LAWS AND ORDINANCES. The Firm shall not use all or any part of the
Parking Facilities for any use or purpose which is (i) forbidden by or in violation of any law of the
United States, any state law or any city ordinance, or (ii) may be dangerous to life, limb or property.
14. RELATIONSHIP OF THE PARTIES. No partnership or joint venture between
the parties is created by this Contract, it being agreed that the Firm is an independent contractor.
15. FORCE MAJEURE. Neither party shall be in violation of this Agreement for
failure to perform any of its obligations by reason of strikes, boycotts, labor disputes, embargoes,
shortages of materials, acts of God, acts of the public enemy, acts of public authority, weather
conditions, riots, rebellion, accidents, sabotage or any other. circumstances for which it is not
responsible and which are not within its control. No Management Fee shall be due to the Firm if it
suspends operations for any such cause or event, for the period of such suspension.
16. GOVERNING LAW. This Contract shall be governed by and construed III
accordance with the laws of the State of Florida.
17. APPROVALS. Whenever the approval of either party is required herein, such
approval shall not be unreasonably withheld or delayed.
18. WAIVERS. No waiver of default by either party of any term, covenant or
condition hereof to be performed or observed by the other party shall be construed as, or operate as,
a waiver of any subsequent default of the same or any other term, covenant or condition hereof.
19. SEVERABILITY. If any provision hereof is held to be invalid by a court of
competent jurisdiction, such invalidity shall not affect any other provision hereof, provided such
invalidity does not materially prejudice either party in its rights and obligations contained in the
valid provisions of this Agreement.
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20. TERMINATION. In addition to all other termination rights hereunder, either party
may terminate this Contract upon the breach by the other party of any covenant, term or condition
hereof, provided the breaching party first receives written notice of such breach and fails to remedy
same, within ten (10) days if a monetary breach or within twenty (20) days if a non-monetary
breach, after receipt of written notice thereof, or if the breaching party fails to commence remedying
such non-monetary breach within said twenty (20) day period if such breach cannot be reasonably
remedied within twenty (20) days. Either party may terminate this Contract in the event the other
party files a voluntary petition or similar pleading for bankruptcy, insolvency, receivership or makes
an assignment for the benefit of creditors, with such termination to be effective upon giving notice
thereof. Either party may terminate this Contract without cause upon not less than ninety (90) days
prior to effective termination date. Notification of termination must be made in writing.
21. NOTICES. Any notice or communication required to be given to or served upon
either party hereto shall be given or served by personal service or by express delivery or by mailing
the same, postage prepaid, by United States registered or certified mail, return receipt requested, to
the following addresses:
TO CITY:
City of Clearwater
Attn: George McKibben, Purchasing Manager
100 South Myrtle Avenue
Clearwater, FL 33758-4748
TO THE FIRM:
Standard Parking Corporation
Attn: Senior Manager
201 East Kennedy, Suite 750
Tampa, FL 33606
With Copy to:
Standard Parking Corporation
Attn: Legal Department
Suite 1600
900 North Michigan Avenue
Chicago, IL 60611
And::
Standard Parking Corporation
Attn: Thomas 1. Hagerman, Senior Vice
President
50 West Broad Street, Suite 1600
Columbus, OH 43215
Either party may designate a substitute address at any time hereafter by written
notice thereof to the other party.
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22. ENTIRE CONRACT. This Contract, together with the RFP and the Standard
Operating Procedures to be developed, constitutes the entire contract between the parties, and
supercedes all representations, statements or prior contracts and understandings both written and
oral with respect to the matters contained herein. No person has been authorized to give any
information or make any representation not contained in this Contract. This Contract may be
amended only by written agreement of the parties.
23. PARTIES BOUND. This Contract shall be binding upon and inure to the benefit
of the parties hereto and their heirs, successors, executors, administrators, legal representatives and
permitted assigns.
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IN WITNESS WHEREOF, the parties to the Contract have hereunto set their hands and seals
and have executed this Contract, in duplicate, the day and year first written.
Countersigned:
CITY OF CLEARWATER
Brian J. gst
Mayor-Commissione
Approved as to form:
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Attest:
Attest:
Standard Parking Corp.
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