HomeMy WebLinkAbout08 - Amendment to Central Parking System Agreement to Extend the ExpirationTO:
FROM:
141190911
NEWPORT BEACH
City Council Staff Report
April 24, 2018
Agenda Item No. 8
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
Dan Matusiewicz, Finance Director - 949-644-3123,
dmatusiewicz@newportbeachca.gov
PREPARED BY: Evelyn Tseng, Revenue Manager
etseng(a--)newportbeachca.gov
PHONE: 949-644-3153
TITLE: Amendment to Central Parking System Agreement to Extend the
Expiration Date to June 30, 2018
ABSTRACT:
An amendment of the existing Amended and Restated Professional Services Agreement
with Central Parking System, Inc. for Parking Meter Services, as amended (Agreement),
which would extend the term of the Agreement an additional two (2) months to June 30,
2018 (Amendment).
RECOMMENDATION:
a) Determine the action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines, because
it will not result in a physical change to the environment, directly or indirectly; and
b) Approve Amendment No. Five to the Agreement and authorize the Mayor and City
Clerk to execute the Amendment.
FUNDING REQUIREMENTS:
The current adopted budget includes sufficient funding for this Amendment. The total
amount will be approximately $370,000. It will be expensed to the Parking Meter Contract
account in the Finance Department, 0103032-811030. Parking revenues during that
same time will be approximately $2,006,000.
DISCUSSION:
The City currently contracts with CPS (also known as SP+) to maintain the City's 1,171
on -street and off-street meters and 82 paystations; and in coordination with the City's
Police Department, also provide parking enforcement. The City and CPS initially entered
into the Agreement on March 31, 2011. Prior to that time, parking had been managed
and maintained by City staff. In the first few years of the Agreement, CPS assisted in
automating the City's parking lots and updating the City's on -street parking infrastructure.
:31
Amendment to Central Parking System Agreement to
Extend the Expiration Date to June 30, 2018April 24, 2018
Page 2
The succeeding amendments then adjusted the payment structure, expanded the scope
of services, adjusted billing rates, adjusted the not -to -exceed amount for temporary
staffing services and extended the term for one (1) month. The Agreement will expire on
May 1, 2018.
The City issued a Request for Proposals (RFP) on November 10, 2017, for parking
management and parking enforcement services which includes, among other items,
maintenance of the City's meters and paystations, collection of revenues from the meters
and paystations, enforcement of parking regulations and the recommendation of updates
to the City's parking program, infrastructure and technology as needed. Because
additional information has been required of the proposers before a fair recommendation
can be made, the RFP process has been prolonged beyond the initial estimated timeline,
which in turn, has required the extension of the Agreement. Staff is appreciative of CPS'
cooperation in extending this agreement, and anticipates bringing a recommendation to
Council by May 22, 2018.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Amendment No. Five to the Amended and Restated Professional
Services Agreement with Central Parking System, Inc. for Parking Meter
Services
Attachment B — Professional Services Agreement with Central Parking System, Inc. for
Parking Meter Services and Amendments
ATTACHMENT A
AMENDMENT NO. FIVE TO THE
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
WITH CENTRAL PARKING SYSTEM, INC. FOR
PARKING METER SERVICES
THIS AMENDMENT NO. FIVE TO AMENDED AND RESTATED
PROFESSIONAL SERVICES AGREEMENT FOR PARKING METER SERVICES
("Amendment No. Four') is made and entered into as of this 24th day of April, 2018
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and CENTRAL PARKING SYSTEM, INC.,
a Tennessee corporation ("Central"), whose address is 200 E. Randolph Street, Suite
7700, Chicago, IL 60601, and is made with reference to the following:
RECITALS
A. On May 22, 2012, City and Consultant entered into an Amended and Restated
Professional Services Agreement ("Restated Agreement") for parking meter
services ("Project").
B. On April 23, 2013, City and Central entered into Amendment No. One to the
Restated Agreement ("Amendment No. One") to increase the Scope of Services.
C. On August 13, 2013, City and Central entered into an Amendment No. Two to the
Restated Agreement ("Amendment No. Two") to modify the Scope of Services and
Schedule of Billing Rates.
D. On April 9, 2014, City and Central entered into Amendment No. Three to the
Restated Agreement ("Amendment No. Three") to increase the Scope of Services
and modify the Schedule of Billing Rates.
E. On March 23, 2018, City and Central entered into Amendment No. Four to the
Restated Agreement ("Amendment No. Four") to extend the term to May 1, 2018.
F. The parties desire to enter into this Amendment No. Five to extend the term of the
Restated Agreement to June 30, 2018.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM & RECITALS
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Restated Agreement shall be effective as of November 1,
2011, and shall terminate on June 30, 2018, unless terminated earlier as set forth herein.
City and Central acknowledge the Recitals provided above are true and correct and are
hereby incorporated into the operative part of this Restated Agreement."
Central Parking System, Inc. Page 1 8.3
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Central Parking System, Inc. Page 2 8.4
IN WITNESS WHEREOF, the parties have caused this Amendment No. Five to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 6
By:
Aa . Harp oyl�la
City Attorney drih'
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Marshall "Duffy" Duffield
Mayor
CENTRAL: Central Parking System, Inc.,
a Tennessee corporation
Date:
By:
Leilani I. Brown Jason Johnston
City Clerk Senior Vice President
Date:
By:
Tim Downey
Vice President, Operations
[END OF SIGNATURES]
Central Parking System, Inc. Page 3 8.5
ATTACHMENT B
PROFESSIONAL SERVICES AGREEMENT WITH
CENTRAL PARKING SYSTEM, INC.
FOR PARKING METER SERVICES
THIS AGREEMENT FOR PARKING METER SERVICES ("Agreement") is made
and entered into as of this 31t? - day of 0r&f,1 , 2011 by and between the City of
Newport Beach, a California municipal corporation ("City"), and Central Parking System,
Inc., a Tennessee corporation licensed to do business in California ("Central'), whose
address'is 2401 21st Avenue South, Nashville, TN 37212 and is made with reference to
the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
C.
All
E
City operates 2,675 metered parking spaces within the City, 1,644 meters are on -
street and 1,031 meters are off-street.
City desires to engage Central to maximize parking meter revenues (which are
defined as the parking meter revent
associated with processing credit car
increase the quality of parking service
parking meters and support equipment,
services ("Project").
es collected by Central minus costs
transactions at the parking meters),
s offered to the public, modernize its
and provide parking meter enforcement
Central possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
The principal member of Central for purposes of this Project shall be Director of
Municipal Services Bob Kamper.
F. City has solicited and received a proposal from Central, has reviewed the
previous experience and evaluated the expertise of Central, and desires to retain
Central to render professional services under the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on April 1, 2018 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Central shall diligently perform all the services described in the Scope of Services
attached hereto as Exhibit "A" and incorporated herein by reference ("Work" or
:.
"Services"). The City may elect to delete certain tasks of the Scope of Services in its
sole discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of Services under this Agreement and
Central shall perform the Services in accordance with the schedule included in Exhibit
"A." The. failure by Central to strictly adhere to the schedule may result in termination of
this Agreement by City.
Notwithstanding the foregoing, Central shall not be responsible for delays dire to causes
beyond Central's reasonable control. However, in the case of any such delay in the
Services to be provided for the Project, each party hereby agrees to provide notice to
the other party so that all delays can be addressed.
3.1 Central shall submit all requests for extensions of time for performance in
writing to the Project Administrator (as defined in Section 6) not later than
ten (1 0) calendar days after the start of the condition that purportedly
causes a. delay. The Project. Administrator shall review all such requests
and may grant reasonable time extensions for unforeseeable delays that
are beyond Central's control.
3.2 F'or all time periods not specifically set forth herein, Central shall respond
in the most expedient and appropriate manner under the Circumstances,
by telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CENTRAL
City shall pay Central for the Services in accordance with the provisions of this Section
and the Schedule of Billing Rates attached hereto as Exhibit "E" and incorporated
herein by reference. No billing rate changes shall be made during the term of this
Agreement without the prior Written approval of City.
4.1 City shall reimburse Centra! only for those costs or expenses "specifically
approved in this Agreement, or' specifically approved In writing in advance
by City.
.2 Central shall not be required to perforin Extra Work and Central shall be
entitled to receive compensation for Extra Work performed only with prior
written authorization of 'City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper comp lotion
of the Project, but which is not included within the Scope of Services and
which the parties did not reasonably anticipate would. be necessary at the
execution of this Agreement, Compensation for any authorized Extra
Work shall be paid in accordance with the Schedule of Billing Rates as sat
forth in Exhibit "B."
central Parking System,_ __.._....:,..
Inc. Dago 2
•EMI
5. PROJECT MANAGER
Central shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Central hes designated Director of Municipal Services Bob
Kamper to be its project Manager. Central shall not remove or reassign the Project
Manager or assign any new or replacement personnel to the Project without the prior
written consent of City. City's approval shall not be unreasonably withheld with respect
to the removal or assignment of Central personnel.
Central, at the sole discretion of City, shall remove from the Project any of its personnel
assigned to the performance of Services upon written. request of City. Central warrants
that it will continuously furnish the necessary personnel to complete the Project on a
timely basis as contemplated by this agreement.
6. ADMINISTRATION
This Agreement will be administered by the Administrative Services Department,
Evelyn Tseng, Revenue Manager or her designee, shall be the Project Administrator
and shall have the authority to act for City under this Agreement. The Project
Administrator or her authorized representative small represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement, including
amendments to this Agreement.
7: CITY'S RESPONSI1BILITIE
in order to assist Central in the execution of. its responsibilities under this agreement,
City agrees to, where applicable:
7.1 Provide access to, and upon request of Central, one copy cif all existing
relevant information on file at City.City will provide all sucli materials in a
timely manner so as not to cause delays in Central's Work schedule.
7.2 Provide usable life of facilities criteria and information with regards to how
facilities or facilities to be rehabilitated.
8. STANDARD CF CARE
8.1 All of the Services shall be performed by Central or under Central'
supervision. Central represents that it possesses the professional and
technic I personnel required to perform the. Services required by this
Agreement, and that it. will perform all Services in a manner
commensurate with community professional. standards. All Services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed Work, Central certifies that the Work conforms to.th
requirements of this Agreement. and all applicable federal, state and local
laws and the community professional standard of care.
Central Parking System, Inc Page 3
::
8.2 Central represents and warrants to City that it has, shall obtain, and sh611
keep in full force and effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that are legally required of Central to practice its
profession. Central shall maintain a City of Newport Beach business
license during the term of this Agreement.
3, HOLD HARMLESS
To the fullest extent permitted by law, Central shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers,
and employees (collectively, the "Indemnified Parties") from and against any .and all
claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, lasses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements arra court costs) of every kind and nature whatsoever
(individually, a Claim"; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement Including,
without limitation, defects in workmanship or materials or Central's presence or activities
conducted on the Project (including the negligent and/or willful acts, errom anal/car
omissions of Central, its principals, officers, agents, employees; vendors, suppliers,
subconsOltants, subcontractors, anyone employed directly or indirectly by any of them
or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require Central to
indemnify the Indemnified Parties from any Crim arising from the sole negligence or
willful misconduct of the Indemnified Parties. nothing in this indemnity shall be
construed as authorizing any'award of attorney's fees in any action on or to enforce the
terms of this Agreement. This indemnity shall apply to all claims and liability regardless.
of whether any insurance policies ..are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the Central.
It is understood that City retains Central on an Independent wntractor basis and Central
is not an agent or employee of City, The manner and means of conducting the Work
are under the control of Central, except to the extent they are limited by statute, rule or
regulation and the expressed terms of this Agreement, nothing in this Agreement shall
be deemed to constitute approval for Central or any of Central's employees or agents,
to be the agents or employees of City. Central shall have the responsibility for and
control over the means of perfornn'ing the Work, provided that Central is in compliance
with the teras of this }agreement. Anything in this. Agreement that may appear to give
City the. right to direct Central as to the details of the performance or to exercise a
measure of control over Central shall mean only that Central shall follow the desires of
City with respect to the results of the Services.
Central Parking Syst.em, Inc. Page. 4
i •
Central. agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Central on the Project.
12. CITY POLICY
Central shall discuss and review all matters relating to policy and Project direction with
City's Project Administrator in advance of all critical decision points In order to ensure
the Project proceeds in a manner consistent with City goals and .policies.
13. PROGRESS
Central is responsible for keeping the Project .Administrator and/or her duly authorized
designee Informed on a regular basis regarding the status and progress of the Project,
activities performed and planned, and any meetings that have been scheduled or are
desired.
Without limiting Central's indemnification of Clty, .arid prior to commencement of Work,
Central 'shall obtain, provide and maintain at its own expense during the term of this
Agreement, policies of insurance of the type and. amounts described below and in a
form .satisfactory to City.
14.1 .Proof of Insurance. Central shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a
waiver` of subrogation endorsement for workers' compensation. Insurance
certificates and endorsement must beapproved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the. right to require complete, certified copies of
all required. insurance policies, at any time.
Central shall procure and maintain for the duration of the Agreement
insurance. against claims for injuries to persons or damages to property,
which may arise from or in connection with. the performance of the Work
hereunder by Central, its agents, representatives, employees or
s'ubconsuitants. The cost of such insurance shall be included in Central's
bid.
14.2 Acceptable Insurers. .All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business ofinsurance in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class Vil (or larger) in accordance with the latest edition of
Best '.s Ivey Rating Guide., unless otherwise approved in writing by the
City's .Risk. Manager.
Central Parking System, Inc. Page 5
14.3 Coverage Requirements.
14.3.1 Workers' Compensation Coverage. Central shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for
Central's employees in accordance with the laws of the State of
California, Section 3700 of the Labor Corte 1n addition, Central
shall require each subconsultant to similarly maintain Workers'
Compensation Insurance and. Employer's Liability Insurance in
accordance with the laws of the State of California, Section 3700
for all of the subcvnsultant's employees.
Any notice of cancellation or non -renewal of all Workers'
Compensation policies trust be received by City at least thirty (30)
calendar days (ten (10) calendar days written notice of non-
payment of premium) prior to such charge.
Central shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its officers,
agents, employees and volunteers.
14.3.E Qpneral Liability Coverage. Central shall maintain commercial
general. liability insurance in. an .amount not less than one rnillion
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation, blanket.
contractual liability.
14.3..3 Automobile Ligbility Coverage. Central shall maintain automobile.
insurance covering bodily injury and property damage for all
activities of Central arising out of or in connection with Work to be
performed under this Agreement, including coverage for any
owned, hired, non -owned car rented vehicles, in ars amount not less
than one million dollars ($1,000,0000 combined single limit for each
accident.
14.3.4 P fessional Liability Errors & Omissions Coverage. Central shall
maintain professional liability insurance that covers the Services to
be performed in connection with this Agreement, in the minimum
amount of -one million dollars ($1,000,400) limit per claim and in the.
aggregate.
14.3.5 Commercial Crim Coverage. Central Miall maintain commercial
chime policy insurance including Employee Dishonesty naming the
City as a loss payee with respect to any loss(es) concerning this
Agreement, in the minimum amount of five million dollars.
($5,000,000) limit per claim.
14.4 Other Insurance Provisions or Requirbr ehts:
Central Parking System, Inc... Page 6
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The policies are to contain, or be endorsed to contain, the following
provisions;
14.4.1 Waiver of Subrogation: All insurance coverage maintained or
procured pursuant to this Agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents,.
officials, employees and volunteers or shall specifically allow
Central or others providing Insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss.
Central hereby waives its own right of recovery against City, and
shall require. similar written express waivers and insurance clauses
from each of its subconsultants.
14.4.2 Enforcement of Agreement P ovisions. Central acknowledges and
agrees that any actual or alleged failure can the part of the City to
Inform Central of non-compliance with any requirement imposes no
additional obligations on the City nor does it waive any rights
hereunder.
14.4.3 Ede ulrements not Limitin Requirements of specific coverage
features or lin-its contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of
any coverage normally provided by any insurance, Specific
reference: to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type..
1 .4.4.Notice of Cancellation. Central agrees to oblige its insurance.
agent or broker and insurers to provide to City with thirty (30) days
notice of cancellation (except for nonpayment for which ten (10)
days notice is required) or nonrenewal of coverage for each
required coverage..
14.5 Timely Notice of Claims. Central shall give City prompt and timely notice
of claims rhade or suits instituted that arise out of or result from Central's
performance under this Agreement.
14.6 Additional Insurance. Central shall also procure and maintain, at its own..
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its .proper protection and prosecution of
the WorL
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned,transferred contracted or subcontracted out
without the prior written approval of City, Any of the fallowing shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued.
and outstanding capital stock of Central, or of the interest of any general partner or joint
Central Parking System, Inc. Fuge 7
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venturer or syndicate member or cotenant if Central is a partnership or joint -venture or
syndicate or cotenancy, which shall result in changing the control of Central. Control
moans fifty percent (50%) or more of the voting power, or twenty-five percent (25%) or
more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Central.
Assignments of any or all rights, duties or obligatia.ns of Central under this Agreement
will be permitted only with the 'express written consent of City. Central shall not
subcontract any portion of the Work to be performed under this Agreement without the
prior written authorization of City.
17. OWNERSHIP OF DOCUMENT
Each and every report, draft, map, record, plan, document and other writing produced
(hereinafter "Documents"), prepared or caused to be prepared by Central, its officers,
employees, agents and subcontractors, in the course of Implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use
such materials in its discretion without further compensation to Central or any other
party. Central shall, at Central's expense, provide such Documents to City upon prior
written request.
Documents, including drawings and specifications, prepared by Central pursuant to this
Agreement are not intended or represented to be suitable for reuse by City or others on
any other project. Any use of completed Documents far other projects and any use of
incomplete Documents without specific written authorization from Central will be at
City's sold risk and without liability to Centfbl. Further, any and all liability arising out of
changes made to Centrals deliverables under this Agreement by City or persons other
than Cental is waived against Central. and City .assumes full responsibility for such
changes unless City has given Central prior notice and has received from Central
written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, mates and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of said information.
19. INTELLECTUAL PROPERTY INDEMNITY
Central shall defence and Indemnify City, its agents, officers, representatives and
employes against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including casts, contained in
Central's drawings and specifications provided under this Agreement,
Central Parking System, Inc. Page 8
8-13
Central shall keep records and invoices in connection with the Work to be performed
under this Agreement. Central shall maintain complete and accurate records with
respect to the parking meter revenue collected and the casts incurred under this
Agreement, and any Services, expenditures and disbursements charged to City, for a
minimum period of throe (3) years, or for any longer period required by law, from the
date of final payment to Central under this Agreement. All such records and invoices
shall be clearly identifiable. Central shall allow a representative of City to examine,
audit and make transcripts or copies of such records and invoices during regular
business hours. Central shall alloy Inspection of all Work, data, Documents,
proceedings and activities related to the Agreement for a period of three (3) years from
the date of final payment to Central under this Agreement. If as a result of the audit it is
determined Central has not complied with the terms of this Agreement then Central
shall reimburse City for the full cost of the audit.
21. WITHHOLDING
City may withhold payment to Central of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement; Central shall not
discontinue Work as a result of such withholding.. Central shall have an immediate. right
to .appeal to the City Manager or ,his/her designee with respect to such disputed ,sums.
Central shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding
of any amounts found. to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Central which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Central, the
additional expense shall be borne by Central. Nothing In this paragraph is intended to
limit City's rights under the law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OWNER CONSULTANTS
City reserves the right to employ other consultants. in connection with the. Project.
4, CONFLICTS OF INTEREST
Central or its employees may be subject to the provisions of the California political
Deform Act of 1974 (the "Act„), which (1) requires such persons to. disclose any financial
interest that may foresoeahly be materially affected by the Work performed under this
Agreement, and (2) prohibits such persons from making, or participating in making,
decisions that will foreseeably financially affect such interest.
If subject to the Act, Central shall conform to all requirements of the Act. Failure to do so
constitutes amaterial breach and is grounds for immediate termination of this
Central Parking System, Inc. Page 9
I
Agreement by City. Central shall indemnify and hold harmless City for any and all
claims for damages resulting from Central's violation of this Section.
25. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the thirst business day after the deposit thereof in the. United
States mall, postage prepaid, first-class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Central to City shall be addressed to City
at:
Attn; Evelyn Tseng, Revenue Manager
Administrative Services Department
City of Newport Beach
33O0 Newport Boulevard
BO Box 1 768
Newport Beach, CA 92658
Phone: 949.644-8153
Fax:. 949-644-3073
All notices, demands, requests or approvals from City to Central shall be addressed to
Central at.
Attn: Bob Kamper, Director = Municipal Services
Central Parking System, Inc.
3420 Bristol Strut, Suite 225
Costa .Mesa, CA.92 26
Phone: (714) 751-2855
Fax: (714) 751-3650
With a copy to:
Jaynes Marcum, President & CEO
Central Parking System, Inc.
2401 2 V Avenue South
Nashville, TN 37212
Central and the City expressly agree that in addition to any claims filing requirements
set forth in the Agreement and Agreement documents, Central shall be required to file
any claim Central may have against the City in strict conformance with the.Tort Claims
Act (Government Code sections 900 et seq.).
F4�1 fill] LITIAI-11 01171y,
In the eventthat either party fails or refuses to perform any of the previsions of this
Agreement at the time and in the manner required, that party shall be deemed In default
in the performance of this Agreement. If such default is not cured within a period of two
(2) calendar days, or it more than two () calendar days are reasonably required to cure
Central Parking System, Inc. Page 10
8-15
the. default. and the defaulting party fails to give adequate assurance of due performance
within two (2) calendar days after receipt of written notice of default, specifying the
nature of such default and the steps necessary to cure such default, and thereafter
diligently take steps to cure the default, the non -defaulting party may terminate the
Agreement forthwith by giving to the defaulting party w itten .notice thereof.
Notwithstanding the above provisions, City shall hada the right, at its sale discretion and
without cause, of terminating this Agreement at any time by remitting to Central, without
a pre -payment penalty, the remaining balance due:on theCity's obligation. to.make the
full seven (7) year payment of the equipment Payment (as defined in Section 1(b) of
Exhibit T") and by giving seven (7) calendar days prior written notice to Central. In the
event of termination under this Section, City, or City's new consultant, shall pay Central
for the Base Remittance and Central Bonus (as defined In Sections 1(b) and 1(c)(11) of
Exhibit "B") incurred up to the effective date of termination for which Central is owed
under this Agreement. On tho effective date of termination, City or City's consultant will
remit to Central the. outstanding sums described in this paragraph and Central shall
deliver to City all reports, Documents and other information developed or accumulated
in the performance of this Agreement, whether in draft or final form.
27.1 Transition Upon Termination. Upon ten-nination or expiration of this
Agreement, Central shall cooperate with the City to assist with the orderly
transfer of the Services and. operations provided by Central hereunder to
another service provider or to the City as determined. by the City in its sole
discretion. Prior to 'termination or expiration of this Agreement, the City
may require Central to perform and, if so required, Central shall perform
certain transition services necessary to. shift the Services of Central to
another provider or to the City itself as dascribed below ("Transition
Services"), Transition Services may include but shall not be limited to the
following:
(a) Working with the City to jointly ,develop a mutually agreed upon
Transition Services Plan to facilitate the termination of the Services;.
(b) Notifying all affected service providers and subcontractors of
Central;
(q) Performing the Transition Service Plan activities;
(d) Answering questions regarding the Services on an. as -needed
basis; and
(e) Providing such othor reasonable services needed to effectuate an
orderly transition to a new service provider.
Central shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all govemmental entities, including federal, state,
county or municipal, whether now in force or h r rafter enacted. Speoific lly, Central
shall obtain all required coastal development permits; if any, from the California Coastal
Commission, all encroachment permits .arid building permits, if any, from the City, and
Central Parking System, Inc. Page 11
8-16
complete all necessary CEQA review. In addition, all Work prepared by Central shall
conform to applicable City, county, state and federal laws, rules, regulations and permit
requirements and be subject to approval of the Project Administrator and City.
29. WAIVER
A waiver by either party of any breach, of any term, covenant or condition contained
herein shall neat be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
30. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein.
31. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the
Scope of Services or any other attachments attached hereto, the terms of this
Agreement snail govern,
32. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by .reason of the.
authorship, of the Agreement or any other rule of construction which might otherwise
apply.
3. AMENDMENTS
This Agreement may be modified or amended only by,a written document executed by
both Central and City.and approved as to form by the City Attorney.
34, SEVERABILITY
If any term or portion of this ,ngreernent is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining previsions of this
Agreement shall continue in full force and effect.
. CONTROLLING LAW AND VENUE
The Taws of the State of California shall govern this Agreement and all matters relating
to it and any action brought relating to this. Agreement shall be adjudicated in a court of
competent.judsdiction in the County of Orange,
Central Parking Systema, Inc. page 12
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36. EQUAL OPPORTUNITY EMPLOYMENT
Central represents that it is an equal opportunity employer and it shall not discriminate
against any subcontractor, employee or applicant for employment because of race,
religion, color, national origin, handicap, ancestry, sex or age.
37. NO ATTORNEYS' FEES
In the event of any dispute or legal action arising under this Agreement the prevailing
party shall not be entitled to attorne.ys' fees.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the dates written below.
APPROVED AS. TO FORM -
OF ICE C THE GITY ATTORNEY
Date:
ATTEST.
Date:
y.
Lellani 1. Brown
City Clerk
CITY OF NEWPORT BEACH,
A Callfor Ala municipal corporation
B V:
'.�-'. t
Michael. F. Henn
Mayor
CENTRAL: CENTRAL PARKING
SYSTEM, INC., a Tennessee corporation
Date:_ — l
By:,
R'.1
Vie,
Date: o 44 �, 2hll
By
e
Henry A ott
Secretary
Attachments- Exhibit A — Scope of Services
Exhibit B — Schedule of Billing nates
Exhibit C — Customer Service Standards
Central Parking System, Inc... mage 1
EXHIBIT 'W'
SCOPE OF SERVICES
SCOPE OF WORK
ON-STREETAND OFF-STREET PARKING ENFORCEMENT SERVICES.
1. General Overview and Goals.
Central shall provide overall management of on -street and off-street parking, including
but not limited to, parking meter enforcement, parking meter collections, signage,
striping, and parking meter installation and maintenance in connection with the "Original
Spaces" as defined below. In providing the Services, Central will. be responsible for and
focus on the following areas and goals:
(a) Enforce parking regulations in compliance with City's municipal code;
(b) Maximize parking meter revenues;
(c) Increase the quality of parking services offered to the public;
(d) Modernize parking meters and support equipment; and
(e) Streamline parking meter enforcement services.
2. Service Requirements.
2.1 Parking Meter and Lather Ora -street and Off-street Parking Enforcement.
Central shall be responsible for the following:
(a) Enforcing parking regulations relating to parking meters and ether parking controls
within areas established by City. Enforcement activities may include electronic and
paper ticketing. The City may adjust parking meter zones in Its sole and absolute
discretion:
(b) Managing approximately two thousand six hundred and seventy-five (2,675) City -
owned metered parking spaces ("Original Spaces").
(c) Collecting all parking meter revenues, daily or as otherwise directed by the City.
(d) Installing and maintaining new parking meters and Necessary support equipment.
Central shall install one thousand six hundred (1, 00) single and/or multi -space on -
street and off-street parking meters within six (6) months of the date this Agreement is
executed. Prig to installation of any parking meter, Central shall study the City's
existing parking meters and develop a schedule of replacement with priority afforded to
high impact areas (i.e., parking meters adjacent to the ocean). The replacement
schedule small be mutually approved by the City and Central prior to implementation.
The newly installed parking meters shall have the capability of accepting credit card:
payments. All newly installed parking meters as well as all existing parking meters shall
have Central's telephone number and the parking Meter's location pasted in a.
conspicuous spat on the parking meter within six (6) months of the date this Agreement
is executed,
Central barking System, Inc. Page 14
•
(e) Installing and managing additional City -owned parking meters as instructed by the
City, The City reserves the right to adjust the number of parking meters and spaces in
its sale discretion, and, In the event of a City -determined adjustment in rates or the
number of parking meters, the parties may implement a mutually agreed upon pro -rata
adjustment in the Guaranteed Income and the Base Remittance.
(f) Establishing designated patrol routes for Its enforcement officers, The City will.
provide Central with adequate information regarding the location: of meters and parking
meter zones.
(g) Responding to requests from the City to suspend or emphasize enforcement along
certain roads or in certain areas. The City also reserves the right, in its sole discretion,
to temporarily suspend enforcement along any .street, or in; any zone; according to the
needs of the City_ The City will make every effort to provide Central adequate notice
concerning the location and duration of any such suspension or higher level of
enforcement.
(h) Providing all vehicles, bicycles, and other equipment required to fulfill Central's
obligations under this Agreement,
(I) providing non -electric signage, striping, and related items to alert the public to the
location and use of parking meters and spaces.
(j) Providing a personnel staffing plan, with assignment of duties, that shall be mutually
agreed upon by City and. Central. The personnel staffing plan shall allocate adequate
resources to ensure all.of the requirements of this Agreement are met, including but not
limited to parking meter enforcement and citation issuance.
2.1.1 City shall be responsible for the following:
(a) Towing all "scofflaw" vehicles per City code and state law.
2.2 Dispute Resolution Program.
2.2.1 Central shall be responsible for the following:
(a) Directing persons to the City's appeal requirements
(b) Providing the. review and/or hearing officer with all background materials pertinent to
the appeal.. .
(c) Attending all appeal hearings and provide requested written and oral testimony,
(d) Satisfying any court or City imposed requirements should an appeal go to Superior
Cou tt.
(e). Central shall not be entitled to any compensation for any citation, including citations
that are appealed.
2:2,2 City shall be responsible for the following:
Contra] Parking System, Inc. Page 15
8-20
(a) Hiring of the Independent review and hearing officers and directly paying the costs
for the review and hearings officers, without regard to the decision rendered by the
officers.
(b) Retention and safekeeping of the records of the appeal hearings.
2.3 Office Administration.
2.3.1 Central shall be responsible for the following:
(a) Maintaining current records and provide an accounting of all equipment, material
and supplies furnished by the City, if any, for use by Central.
(b) Safeguarding equipment and materials against Central employee negligence, theft
and vandalism.
(c) Purchasing all materials necessary to carry out all Original Spaces operation
functions, These include, but are not limited to, paper tickets and ticket books,
envelopes; uniforms, office equipment and supplies, an inventory of spare parts for
maintenance and repair of parking meters, and all other necessary equipment.
(d) Purchasing any new equipment needed by Central In connection With the `Original
Spaces" during the term of this Agreement.
(e) Maintaining office space within the City's physical boundaries that will serve as an
office for: Central's staff and be open to the public during business hours 8:00 a.m. to
5-00. p.m., Monday through Friday. This office space may be closed during City
observed holidays, .a list of which may be requested by Central.
(f) Any equipment, material and supplies furnished by the City or purchased by Central
and reimbursed by the City are the property of the City and will not be used for any
purpose rather than the performance of the Services for the City.
2.3.2 City shall be responsible for the fallowing;
(a) Maintaining an office open to the public for the acceptance of payments of parking
fines payable to the City.
11 11111 iiiiiiiiiii ill
(a) Demonstrating high ethical standards of conduct,and observing all written rules and
regulations concerning work assignments.
Central Parking System, Inc. �® � � Page 16
8-21
(h) Maintaining radio contact at all times with supervisors and field personnel to ensure
appropriate oversight of parking enforcement activities.
(c) Ensuring that all enforcement, parking meter maintenance and revenue collecting
personnel wear City -approved uniforms and be properly groomed while on duty. The
uniform must display approved insignia that clearly identifies the wearer as being
responsible for enforcing parking violations., managing parking facilities or servicing
parking meters. The uniform will also have a clearly visible and readable name tag that
must be worn at all times. All other employees of Central providing Services shall at all
times be clearly identifiable by uniform, name badges, name tags, or identification
cards
(d) Employing persons who are fully trained, competent and qualified with the skills and
experience necessary to provide the Services during the terra of this Agreement,
(e) .Hlring, training and supervising its staff members. Central staff members assigned.
to the Services are employees of Central.
(f) Transitioning to full personnel and staff support within thirty (30) calendar days of the
date of this. Agreement, pursuant to the mutually approved personnel staffing plan In
Section 2:1(x).
(g) Assuring that its employees shall serve the public in a courteous, helpful, and
impartial manner. Correction of .arty inappropriate behavior or language shall be the
responsibility of Central..
(h) Desponding to. any public complaint within twenty-four (24) hours after receipt of the
complaint. In the event a report is. received alleging an employee of Central was
discourteous, belligerent, profane or in any way intimidating, either physically or
verbally, Central will submit s Mitten report to the Project. Administrator within throe (3)
days of the date of the report, outlining the complete details of the incident. The report
shall include the nature of the incident, time, date, location, name, address and
telephone number of the person making the allegation. The report will also include the
name and. title of the employee and the nature of the disciplinary action taken, if any.
2.5 Training and Customer Service.
2.5.1 Central ,shall be responsible for the following:
(a) Providing thorough training for enforcement and other personnel, including general
information and directions to assist customers visiting the City.
(h) Responding in accordance with the City's principles o .custom r service to public
Inquiries as specified In Exhibit "C which is attached to this Agreement and
incorporated by reference. Central will provide a high level of customer service by
employing friendly, helpful, Gusto. mer -oriented personnel.
Central ParkingSystem,
t Inc. Mage 1
8-22
(c) Assisting the City in its efforts to inform the public about the Project, including, but
not limited for attending meetings of the City Council, Chambers of Commerce,
Business Improvement Districts, and Homeowners Associations.
(d) Providing all enforcement personnel with an adequate supply of material regarding
City services and City attractions, sites and events for distribution to citizens requesting
such information.
(e) Keeping an accurate record of all citizens' complaints, their resolution, and the
action taken to contact the complainant. All such records shall be retained during the
terra of this Agreement and made available to the Project Administrator.
(f) Providing customer service training in accordance with City standards as outlined in
Exhibit °C,"
(g) Working with the Newport Beach Malice Department to provide City approved
background chocks of all enforcement personnel
2.6 Installation and Maintenanc .
2.6.1 Central shall be responsible for the following:
(a) Installing and maintaining parking meters in accordance with the City's standards in
the Original Spaces.. Central shall be liable for any lost, stolen, unaccounted for or
damaged equipment. Upon full payment of the total of the Equipment Payment as
defined in Section 1(b), of Exhibit "B", City shall own till parking meters and related
equipment in fee. without further payment owed to Central.
Central will obtain all. parking meters and related equipment required under this
Agreement via a Parking Meter Lease Agreement with a third -party
manufacturerldistributor ("Lease"). In the event of Centrals bankruptcy or dissolution
City shall .have the right to assume Central's position under the Lease and thereafter all
parking meters and related equipment, excluding vehicles, shall immediately be under
City's control subject to the Lease City shall also leave the right to assume Central's
position under the tease and cure any default due to Central's missed payment,.
breach, or other action or omission ender the Lease. The Lease shall specifically
provide for these rights and list City as a third -party beneficiary. Central shall provide
City with a copy of the pease contemporaneously with the execution of this Agreement,
Central shall not amend or terminate the Lease without City's prior written permission,
which permission shall not be unreasonably withheld.
(b) Maintaining installed parking meters, meter poles and heads in good working
condition. Good working condition is defined as repairing1replacing any defective
parking meter within twenty-four (24) hours of a report of failure, Ensure; meter pales
are clean, painted, and 'upright. All Central employees will be required to immediately
report any damaged, missing or malfunctioning parking meters or facilities to their
appropriate supervisor.
Central Parking Systema, Inc. page 18
8-23
(c) Implementing and following a regular preventive maintenance schedule for all
parking meters.
(d) Keeping a log of all parking meter complaints/malfunctions. The log will nate date,
parking meter number, location, problem and name of the person calling in the problem,
the tag number of the car (if any), the date the mechanics checked the parking meter,
the nature of the problem and the date it was corrected.
2.7 Safety.
2.7.1 Central shall be responsible for the following:
(a) Taking adequate steps to ensure the safety and security of all personnel and
property. Central shall provide all training and employ all responsible safety precautions
and devices in connection with providing the Services. Central shall supply all
employees deployed in the field with the telephone number of the City's Police
Department.
2.8 Miscellaneous Services.
2.8.1 Central shall be responsible for the following:
(a) Changing Central procedures as necessary to conform to revisions in the City's
ordinances, parking regulations, policies and initiatives.
(b) Consulting with the City, as requested, regarding the Project.
(c) Assisting in maintaining and expanding the Project, if desired by City, including
working with businesses, neighborhood groups, :and other organizations. as needed,
(d) Emptying all parking meters In a timely mariner (as determined in Section 21(c) of
this Exhibit "A"), depending on parking volumes.
(e) providing monthly reports detailing,
1. revenues collected by parking zone;
2, the number of parking citations issued by parking zone;
3. broken/repaired parking meters; and
4, customer complaints
(f) Providing annual revenue and expenditure reports in a form to be provided by the
city.
2,9 Optional Services.
2.9.1 City may request: in writing that Central provide the following
additional services at Cites expense, with a reasonable additional remittance to
Central for profit and overhead, as agreed by the parties:
() Operate and. maintain the City's of -street parking lots. Including the. installation of
new multi -space meters and providing ars on-site employee during peak. hours/seasons.
M 9 1 OF�-
Central Parking System, Inc. Page 19
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(b) Enforce and manage the City's parking citation program (i.e., fire hydrants, street
sweeping, red curbs, etc.).
(c) Enforce scofflaw regulations related to towing of vehicles that have five or more
outstanding parking cittlons.
(d) Enforce parking regulations and traffic control for special events, including festivals,
boat parades, Fourth of July, etc.
(e) Provide license plate recognition software, pay -by -cell and other advanced
technologies,
(f) Upon City's written request for any of the services referenced in subsections "a"
through "e" or any other additional services, Central and City shall negotiate in good
faith and if a service is agreed upon enter into a written amendment to this Agreement.
Central .Parking System, Inc, Page 20
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EX,.H..�IB..I.T....."...B...ts
SCHEDULE OF BILLING RATES ES
1. revenue Distribution.'
(a) City shall receive three million ten thousand three hundred and fifty-one dollars
($3,010,351) per year from Central In guaranteed income, regardless of actual parking
meter revenue collected by Central ("City's Guaranteed Income"). The City's
Guaranteed Income shall be drawn from the funds deposited daily (or other deposit
schedule directed by City) with the City pursuant to Section 2.1(a) below, and
supplemented by Central as needed. The City's Guaranteed Income may be reduced
on a mutually agreed upon pro -rata basis used upon any change in enforcement,
reduction in rates or other actions of the City that impact the ability of the public to park
in the Original Spaces; (i) as described in Section 2.1 of Exhibit "Al" or (n) to the extent
caused by a declared state or federal emergency or any other force or forces that
directly affects the Original Spaces for more than seven (7) days.
(b) If Adequate Parking Meter Revenue exists (defined .as any parking meter revenues
received, net of credit card processing, above City'sGuaranteed Income. amount), City
shall On Central eight hundred and four thousand eight hundred fifty-five dollars
($804.,885) per year for profit and operating expenses ("Base Remittance").
If Adequate Parking Meter Revenue exists, City shall pay Central three hundred and
eighty-one thousand sever{. hundred and sixty-two dollars ($381,76.2) per year for each
of the seven. (7) years of the Agreement ($2,672,384 total) as reimbursement for the
amortized portion. of the new parking meters. and supporting equipment €nstalledfused
within the Original. Spaces whioh payment vVrill be denoted, "Equipment Payment". The
Equipment Payment includes all costs of the parking meters and related equipment,
including But not limited to labor, financing costs and Warranties. The Base Remittance
and Equipment Payment (totaling $1,186.,6`17 per year) may sometimes be referred to
herein as "Central Overhead Amounts,"
Provided Adequate Larking Meter Revenge exists, the Central Overhead Amounts will
be remitted in twenty-four (24) semi-monthly payments on the fifteenth (15th) and
thirtieth (301h) day of each month of the term hereof, with the first such payment to be
The intent of this Section 1 Is to demonstrate how the City will earn at least three million ten thousand
three hundred and fifty-one dollars each year throughout the Agreement's seven (7) year
term, andhaw the two (2) payments to Central (Base. Remittance and Equipment Payment, {defined in
Section 1(b)) do not draw from the City's Guaranteed Income (as defined in Section 1(a)) but are
supplemental to the City's Guaranteed income. As such, there r ay be years when Central's payment is
less than one million one hundred and eighty-six thousand six Hundred. and seventeen dollars
($1,186,017) (combined Base remittance and Equipment Payment) In any one (1) year. In the event that
Central's Base Remittance: is not fully paid in any one (1) year, Central is entitled to recoup the amount.
that the Base Remittance is reduced in subsequent years only if the City has received City's Guaranteed.
Income and Adequate Parking Meter Revenue exists (as defined in Section 1(b)). In the event that
Central's Equipment Payment is not fully paid due to insufficient Adequate Parking Meter revenue,
Central is entitled to recoup from City any money due on the Equipment Payment at the and of the
Agreement's term,
Central Parking System, Ince Page 21
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May 15, 2011. All payments to Central under this Section shall be accomplished by the
use of electronic fund transfer. On a monthly basis, City shall reconcile the revenues
received and Central Overhead Amounts made to Central, and if necessary, lower the
monthly payment to Central If City is not on track to collect the City's Guaranteed
Income as adjusted pursuant to Subsections 1(a) and 1(c),
(c)(i) By ,June 30 fallowing each year, or partial year, of the term hereof, City shall
reconcile the previous year's (May 'I through April. 30.) parking meter revenues and
payments to Central and if revenue exceeds the full amount of the City's Guaranteed
Income, such excess revenue shall be used to pay Central the difference, if any,
between: (1) the Central Overhead Amounts due Central for such year ,and (2) the
amounts aiready paid during the term up to the total Central Overhead Amount due for
the term to date.
(ii) Any surplus above that payment is excess revenue. Excess revenue shall be used.
to pay Central a bongs ("Central's Bonus") equal to eleven and half percent. (11.5%a) of
all parking meter revenues per year in excess of the City's Guaranteed Income, the
Base Remittance, and the Equipment Payment, as adjusted. On May 1, 2013, Central's
bonus shall increase by five (5) percentage paints to sixteen and half percent (16.5%) of
all parking meter revenues per year in excess of the City's Guaranteed Income, the
Base Remittance, and the Equipment Payment, as `adjusted. On May 1, 2015, Central's
bonus shall increase by an additional five (5) percentage. points to twenty-one and half
percent (21.5%) of all parking meter revenues per year in excess of the City's
Guaranteed Income, the Base Remittance, and the Equipment Payment, as adjusted.
As .an example of hew subsections (a),(b) and (c) work prior to May 1, 2013, if five
million dollars ($5,000,000) in parking meter revenue is collected in a givers year
(netting out credit card processing fees, which is estimated. to be $100,000 ); then for
that same year.
The first $3,p10,351. shall. go to the City.
The next $1,186,617 shall go to Central.
Then under the revenue share, of the remaining $803,032:
City shall receive $710,683:32
Central shall receive $92,348.68
If only V,000,000 in parking meter revenue is collected in a given year, then City shall
receive the entire $3,000,000 and Central roust remit to City an additional $10,351.
Central will not receive any payments for that year. in the following year, if Adequate
Larking Revenue exists, Central will be paid the Central Overhead Amounts for that
year and the year it did not receive the. Central Overhead Amounts.
An .example of this Is :s follows:
2 The bonus breakdown demonstrated within this example will charge based upon the
adjusted percentages implemented on May 1, 2013 and May 1, 2015,
3 Any pay -by -.cell fees shall be borne by the cell phone user and. not. be deducted
against the City's revenue.
Central Parking System, Inc T Page 2
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Year One, assuming $3,O00,000 in parking meter revenue:
The $3,000,000 goes to the City.
Central remits to City $10,351.
Year Two, assuming $5,000,000 in parking meter revenue:
The first $3,010,351 shall go to the City.
The next $1,186,617 shall go to the Central for Year One's Central Overhead Amount.
The following $8013,032 shall go to Central for Year Two's Central Overhead Amount,
Year Three, assuming $6,000,000 in parking meter revenue:
The first $3,010;351 shall go to the City.
The next.$38.3,585 shall go to Central for Year Two's Central Overhead Amount.
The following $1,186,617 shall go to Central for Year Three's Central Overhead.
Amount.
The foii.t wing $1,410,447 shall. be shared between the City and Cental pursuant to
Section 1(c)(11) above.
The above is an example ONLY, to illustrate the revenue distribution agreement.
At no time will the City receive less than $3,010,351 per year for the term of this
Agreement. At the expiration or earlier termination of this Agreement, Central shall be
paid the Base Remittance and Central" Bonus Incurred under the terms of this
Agreement tip to the effective date of termination and the full balance of the Equipment
Payment as provided In Section. 27,
(d) All income from parking citations shall be the sole property of the City and not count
towards .the dollar amounts refew.ced in sections (a), (b), or (c) above.
(e) City reserves the right to adjust parking meter rates in its sole and absolute
discretion, Central shall utilize the most current parking meter rates as may be adopted
by the. City.
(f) Credit card processing 'fees shall be charged at Central's direct cost without any
additional marls up to City or the parking meter user.
(g) During the first six (6) months of the term hereof, (May through October 2011),
notwithstanding anything set forth above to the contrary, the Base Remittance and
Equipment Payment will be remitted on a semi-monthly basis to Central without. 'regard.
to whether or not Adequate Parking Meter Revenue exists. Then, by November 15,
2011, City and Central will reconcile all meter collections and deposits through October
31, 2011 to ensure City's guaranteed Income is on track to be met: Central shall remit
to City any shortcomings, by November 30, 2011, in the City's Guaranteed Income to
ensure City is on track to receive the full amount of City's guaranteed In.comen
Beginning December 1, 2011, City shall reconcile the parking meter funds monthly to
ensure City is on track to receive City's Guaranteed Income.
Central Parking System, Inc. Fuge 23
2. Collection of Monies and Accounting.
2.1 Central shall be responsible for the following:
(a) Collecting and .accounting for all revenues from the parking meters (City will turn
over all of its collection canisters to Central prior to the commencement of the term
hereof). All monies collected from parking motors will be deposited daily (or as
otherwise directed by City), in accordance with approved guidelines established by the
City; into a restricted account authorized by the City. The restricted account shall allow
Central to make deposits, but only the City may withdrawal funds from the restricted
account. Deposits shall be made to specific revenue accounts as established by the
City in order to properly reflect all collections areas, particularly tidelands. Central shall
be given full access to view the activity in such bank accounts.
(b) Ensuring proper accountability and internal control of monies collected by Central.
(c) Providing any periodic or special financial and operational reports as requested by
the City.
(d) Providing capability to use debit cards, keys or similar devices at selected Meter
locations.
(e) Should any.monles collected by Central be lost, stolen, unaccounted for or otherwise
removed without the authorization of the City from the custody and control of Central
prior to their deposit in the Clty's approved bank account, Central shall deposit in said
amount a like sum of money within ninety-six (96) hours of such loss, theft or removal.
Should said lass, theft or removal be insured or otherwise secured by Central, any
payments made to. the City on account thereof shall., if appropriate, be. reimbursed to
Central._ Central will be liable for all loss/mismanagement df funds.
(f) Segregating all parking meter revenue attributable to parking meters within the
tidelands, into a separate tidelands account controlled by the City.
Central Parking System, Inc. Page 24
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EXHIBIT 4;C73
CUSTOMER SERVICE STANDARDS
Customer Service Philosophy
We will provide all customers with quality service in a manner that is
courteous, responsive, accessible and seamless.
The services will ,be delivered with patience, understanding, goodwill,
and without regard .to our awn convenience.
1. Point of Contact - face to .Face
Introduce yourself, giving your name and your department.
Ask., for the customer's name aced .use it throughout the conversation.
Be friendly, courteous and helpful in all situations..
.If requested, be able to respond knowledgeably and professionally regarding the task
that you are performing.
Take ownership of the customer's request. If you do not know the answer to
questions about your department or cannot resolve a problem, ask your supervisor to
contact the customer.
Listen first for content, doter personal judgment, and concentrate on.the main Issue..
2. Point of Contact - Individual Telephone Lure
Answering the Telephone Properly
0 85% of all calls should be answered within 8 rings if you are available.
4 Ensure Central's employees have adequate content. knowledge of parking regulations.
and the City:
# Answer the telephone professionally and politely in a. consistentmanner.
6 Presentia positive tone.
Greeting should clearly identify your name.
Listen first for content, defer personal judgment, and concentrate on the main issue.
`fake ownership of the call. Answer the question or find out who could answer the
question and follow through if you transfer the caller to another extension..
4, Do not use voice mail to avoid answering the phone if you are available.
If you want to talk to a customer on the speakerphone, ask if they mind first.
Connecting a Caller
Always ask if the caller would like to be:cannected.
Give the caller the telephone number prior to the connection,
t Prior to connecting the caller, give them tate options that are available if the employee
does not answer the telephone (i.e., leave a message on voicemail, take a message or
connect them to another person Who may assist them),
Verify the person you are connecting to is on the line before you hang up.
Central µParking System, Inc. Page 25
O
Introduce the caller and explain the issue to the receiving party.
Voice .maid
# All voice mail messages need to clearly Mate that the customer has reached Central
and your name.
4 Provide an option to reach a "live body
� If no live body option is available, leave an alternate name and telephone number for
the customer to reach.
Return all telephone calls within one business day..
+. Update message when you will not be returning phone calls within one business day.
Leave an alternate name and telephone number for the customer to reach in your
absence.
Check voice mails a minimum of two (2) times a day.. If your daily work schedule
keeps you out of the office for extended periods, leave a message with information of
when return calls will be made.
Use voice mai! as if you were sending a memo. Leave specific messages of why you
are calling and -what information you may need.
Closing a Call
Ask callers if they have received the information they requested and if they
understand it,
Ask if there is anything else you can do for them.
it, Thank them for calling,
#.11ow callers to hang up first.
A. Always put the receiver down gently.
. Custorner Service Training., Complaint Managoment
Keep a cool Read
Smile/be polite
Listen without interrupting
Ask questions/document
o Call them by name/don't be too familiar/remain professional
6 Offer your assistance
4 Don't say no immediately
Know your limits/don't act defensively
Demonstrate you understand the customer's point of view
If the error was at your end, briefly explain where things went wrong and what has
been done.to correct the problem
How to handle profane or inappropriate language by customer:
Central Parking System, Inc. Page. 26
8-31
1. Ask caller not to use that type of language.
2. Tell caller you will not continue conversation if they continue to use inappropriate
language.
. If they persist, hang up.
Central Parking System, Inc. Page 27
8-32
AMENDED AND RESTATED
PROFESSIONAL SERVICES AGREEMENT WITH
CENTRAL PARKING SYSTEM, INC.
FOR PARKING METER SERVICES
THIS AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
FOR PARKING METER SERVICES ("Restated Agreement") is made and entered into
as of this _17, day of 2412 by and between the City of Newport Beach, a
California municipal corporatio ("City"), and Central Parking System, Inc., a Tennessee
corporation licensed to do business in California ("Central"), whose address is 2401 21st
Avenue South, Nashville, TN 37212 and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. Central is a national corporation with extensive experience in managing
municipal parking operations and Central has the skill, ability, background,
certification and knowledge to provide the services described in this Restated
Agreement.
C. City and Central entered into an agreement entitled PROFESSIONAL
SERVICES AGREEMENT WITH CENTRAL PARKING SYSTEM, INC. FOR
PARKING METER SERVICES dated March 31, 2011 for Central to operate
2,675 metered parking spaces within the City (1,644 on -street meters and 1,031
off-street meters) ("Original Agreement").
D. City and Central mutually desire to enter into this Restated Agreement to amend
the terms of the Original Agreement in relation to compensation and the payment
of capital expenditures, among other revisions.
E. Central will continue to maximize parking meter revenues (which are defined as
the parking meter revenues collected by Central minus costs associated with
processing credit card transactions at the parking meters), increase the quality of
parking services offered to the public, modernize parking meters and support
equipment, and provide parking meter enforcement services ("Project").
F. The principal member of Central for purposes of this Project shall be Director of
Operations of Orange County, Tim Downey,
G. City has solicited and received a proposal from Central, has reviewed the
previous experience and evaluated the expertise of Central, and desires to retain
Central to render professional services under the terms and conditions set forth
in this Restated Agreement.
H. Upon the execution of this Restated Agreement by City and Central the Original
Agreement shall be repealed and of no further force or effect.
8-33
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows!
'i. TERM & RECITALS
The term of this Restated Agreement shall be effective as of November 1, 2011., and
shall terminate on April 1, 2018, unless terminated earlier as set forth herein. City and
Central acknowledge the Recitals provided above are true and correct and are hereby
incorporated into the operative part of this Restated Agreement.
2. SERVICES TO BE PERFORMED
Central shall diligently perform all the services described in the Scope of Services
attached hereto as Exhibit "A" and incorporated herein by reference ("Work" or
"Services"). The City may elect to delete certain tasksof the Scope of Services in its
sole discretion.
3. TIME OF PERFORMANCE
Time is of the .essence in the performance of Services under this Restated Agreement
and Central shall perform the Services in accordance with the schedule included in
Exhibit "A." The failure by Central to strictly adhere to the schedule may result in
termination of this Restated Agreement by City.
Notwithstanding the foregoing, Central shall not be responsible.for delays due to causes
beyond Central's reasonable control. However, in the case of any such delay in the
Services to- be provided for the Project, each party hereby agrees to provide notice to
the other party so that all delays can be addressed.
3.1 Central shall submit all requests for extensions of time for performance in
writing to the Project Administrator (as defined in Section @) not later than
ten (10) calendar days after the start of the condition that purportedly
causes a delay. The Project Administrator shall review all such requests
and may grant reasonable time extensions for unforeseeable delays that
are beyond Central's control.
3.2 For all time periods not specifically set forth herein, Central shall respond
in the most expedient and appropriate manner under the circumstances,
by telephone, fax, hand -delivery, electronic -mail, or mail.
4. COMPENSATiON TO CENTRAL
City shall pay Central for the Services in accordance with the provisions of this Section
and the Schedule of Billing Rates attached hereto as Exhibit "B" and incorporated
herein by reference. Pio billing rate changes shall be made during the term of this
Restated Agreement without. the prior written approval of City,
Central Parking System, Inc. Page 2
4.1 City shall reimburse Central only for those costs or expenses specifically
approved in this Restated Agreement, or specifically approved in writing in
advance by City.
4.2 Central shall not be required to perform Extra Work and Central shall be
entitled to receive compensation for Extra Work performed only with prior
written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion
of the Project, but which is not included within the Scope of Services and
which the parties did not reasonably anticipate would be necessary at the
execution of this Restated Agreement. Compensation for any authorized
Extra Work shall be paid in accordance with rates mutually agreed upon
by City and Central.
6. PROJECT MANAGER
Central shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during
the Restated Agreement term. Central has designated Director of Operations of
Orange County, Tim Downey to be its Project Manager. Central shall not remove or
reassign the Project Manager or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of Central personnel.
Central, at the sole discretion of City, shall remove from the Project any of its personnel
assigned to the performance of Services upon written request of City. Central warrants
that it will continuously furnish the necessary personnel to complete the Project on a
timely basis as contemplated by this Restated Agreement.
6. AD14f INISTRATlON
This Restated Agreement will be administered by the Finance Department. Evelyn
Tseng, Revenue Manager or her designee, shall be the Project Administrator and shall
have the authority to act for City under this Restated Agreement. The Project
Administrator or her authorized representative shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Restated Agreement,
including amendments to this Restated Agreement.
7. CITY'S RESPONSIDIL17ES
In order to assist Central in the execution of its responsibilities under this Restated
Agreement, City agrees to, where applicable:
7.1 Provide access to, and upon request of Central, one (1) copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Central's Work
schedule.
7.2 Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
Central Parking System, Inc. Page 3
8-35
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Central or under Central's
supervision. Central represents that it possesses the professional and
technical personnel required to perform the Services required by this
Restated Agreement, and that it will perform all Services in a manner
commensurate with community professional standards. All Services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed Work, Central certifies that the Work conforms to the
requirements of this Restated Agreement and all applicable federal, state
and local laws and the community professional standard of care.
8.2 Central represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that are legally required of Central to practice its
profession. Central shall maintain a City of Newport Beach business
license during the term of this Restated Agreement.
9. (HOLD HARMLESS
To the fullest extent permitted by law, Central shall indemnify, defend -and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers,
and employees (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a "Claim"; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this Restated
Agreement, any Work performed or Services provided under this Restated Agreement
including, without limitation, defects in workmanship or materials or Central's presence
or activities conducted on the Project (including the negligent and/or willful acts, errors
and/or omissions of Central, its principals, officers, agents, employees, vendors,
suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require Central to
indemnify the Indemnified Parties from any Claim arising from the sole negligence or
willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be
construed as authorizing any award of attorney's fees in any action on or to enforce the
terms of this Restated Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the Central.
Central Parking System, Inc. page 4
: K01
10. INDEPENDENT CONTRACTOR
It is understood that City retains Central on an independent contractor basis and Central
is not an agent or employee of City. The manner and means of conducting the Work
are under the control of Central, except to the extent they are limited by statute, rule or
regulation and the express terms of this Restated Agreement. Nothing in this Restated
Agreement shall be deemed to constitute approval for Central or any of Central's
employees or agents, to be the agents or employees of City. Central shall have the
responsibility for and control over the means of performing the Work, provided that
Central is in compliance with the terms of this Restated Agreement. Anything in this
Restated Agreement that may appear to give City the right to direct Central as to the
details of the performance or to exercise a measure of control over Central shall mean
only that Central shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Central agrees to work closely and cooperate fully with C.ity's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Central on the Project.
12. CITY POLICY
Central shall discuss and review all matters relating to policy and Project direction with
City's Project Administrator in advance of all critical decision points in order to ensure
the Project proceeds in a manner consistent with City goals and policies.
93. PROGRESS
Central is responsible for keeping the Project Administrator and/or her duly authorized
designee informed on a regular basis regarding the status and progress of the Project,
activities performed and planned, and any meetings that have been scheduled or are
desired.
14. INSURANCE
Without limiting Central's indemnification of City, and prior to commencement of Work,
Central shall obtain, provide: and maintain at its own expense during the term of this
Restated Agreement, policies of insurance of the type and amounts described below
and in a form satisfactory to City.
14.1 Proof of Insurance, Central shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this Restated
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
Central Parking System, Inc. page 5
8-37
Central shall procure and maintain for the duration of the Restated
Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of
the Work hereunder by Central, its agents, representatives, employees or
subconsultants. The cost of such insurance shall be included in Central's
bid.
14.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved in writing by the
City's Risk Manager,
14.3 Coverage Requirements.
14.3.1 Workers' Compensation Coverage, Central shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for
Central's employees in accordance with the laws of the State of
-California, Section 3700 of the Labor Code In addition, Central
shall require each subconsultant to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California, Section 3700
for all of the subconsultant's employees.
Any notice of cancellation or non -renewal of all Workers'
Compensation policies must be received by City at least thirty (30)
calendar days (ten (10) calendar days written notice of non-
payment of premium) prior to such change.
Central shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its officers,
agents, employees and volunteers.
14.3.2 GeneraiLiability Coverage. Central shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation, blanket
contractual liability,
14.3.3 Automobile Liability Coverage. Central shall maintain automobile
insurance covering bodily injury and property damage for all
activities of Central arising out of or in connection with Work to be
performed under this Restaffed Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each accident.
Central Larking System, Inc. Page 6
14.3.4 Professional Liability Errors & Omissions Coverage. Central shall
maintain professional liability insurance that covers the Services to
be performed in connection with this Restated Agreement, in the
.minimum amount of one million dollars ($1,000,000) limit per claim
and in the aggregate.
14.3.5 Commercial Crime Coverage. Central shall maintain commercial
crime policy insurance including Employee Dishonesty naming the
City as a loss payee with respect to any loss(es) concerning this
Restated Agreement, in the minimum amount of five million dollars
($5,000,000) limit per claim.
14.4 Other Insurance Provisions or Requirements.
The policies are to contain, or be endorsed to contain, the following
provisions:
14.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this Restated Agreement shall be endorsed to
waive subrogation against City, its elected or appointed officers,
.agents, officials, employees and volunteers or shall specifically
allow Central or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a
loss. Central hereby waives its own right of recovery against City,
and shall require similar written express waivers and insurance
clauses from each of its subconsultants,
14.4.2 Enforcement of Restated Agreement Provisions. Central
acknowledges and agrees that any actual or alleged failure on the
part of the City to inform Central of noncompliance with any
requirement imposes no additional obligations on the City nor does
.it waive any rights hereunder.
14.4.3 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of
any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type.
14.4.4 Notice of Cancellation. Central agrees to oblige its insurance
agent or broker and insurers to provide to City with thirty (30) days
notice of cancellation (except for nonpayment for which ten (10)
days notice is required) or nonrenewal of coverage for each
required coverage.
Central Parking System, Inc. Page 7
•
14.5 Timely Notice of Claims. Central shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Central's
performance under this Restated Agreement.
14.6 Additional Insurance. Central shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
15. PROHIBITION AGANST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Restated Agreement, the Services to be
provided under this Restated Agreement shall not be assigned, transferred contracted
or subcontracted out without the prior written approval of City. Any of the following shall
be construed as an. assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Central, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Central is a
partnership or joint -venture or syndicate or cotenancy, which shall result in changing the
control of Central, Control means fifty percent (50%) or more of the voting power, or
twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Restated Agreement is the professional reputation, experience and competence of
Central. Assignments of any or all rights, duties or obligations of Central under this
Restated Agreement will be permitted only with the express written consent of City.
Central shall not subcontract any portion of the Work to be performed under this
Restated Agreement without the prior written authorization of City.
17, OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing produced
(hereinafter "Documents"), prepared or caused to be prepared by Central, its officers,
employees, agents and subcontractors, in the course of implementing this Restated
Agreement, shall 'become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Central or
any other party. Central shall, at Central's expense, provide such Documents to City
upon prior written request.
Documents, including drawings and specifications, prepared by Central pursuant to this
Restated Agreement are not intended or represented to be suitable for reuse by City or
others on any other project. Any use of completed Documents for other projects and
any use of incomplete Documents without specific written authorization from Central will
be at City's sole risk and without liability to Central. Further, any and all liability arising
out of changes made to Central's deliverables under this Restated Agreement by City or
persons other than Central is waived against Central and City assumes full
responsibility for such changes unless City has given Central prior notice and has
received from Central written consent for such changes.
Central Parking System, Inc. Page 8
We
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Restated Agreement, shall be kept
confidential unless City authorizes in writing the release of said information.
19. INTELLECTUAL PROPERTY INDEMNITY
Central shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including costs, contained in
Central's drawings and specifications provided under this Restated Agreement.
20. RECORDS
Central shall keep records and invoices in connection with the Work to be performed
under this Restated Agreement. Central shall maintain complete and accurate records
with respect to the parking meter revenue collected and the casts incurred under this
Restated Agreement, and any Service's, expenditures and disbursements charged to
City, for a minimum, period of three (3) years, or for any longer period required by law,
from the date of final payment to Central under this Restated Agreement. All such
records and invoices shall be clearly identifiable. Central shall allow a representative of
City to examine, audit and make transcripts or copies of such records and invoices
during regular business hours. Central shall allow inspection of all Work, data,
Documents, proceedings and activities related to the Restated Agreement for a period
of three (3) years from the date of final payment to Central under this Restated
Agreement. If as a result of the audit it is determined Central has not complied with the
terms of this Restated Agreement then Central shall reimburse City for the full cost of
the audit.
21. WITHHOLDINGS
City may withhold payment to Central of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Restated Agreement. Central
shall not discontinue Work as a result of such withholding. Central shall have an
immediate right to appeal to the City Manager or his/her designee with respect to such
disputed sums. Central shall be entitled to receive interest on any withheld sums at the
rate of return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Central which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Central, the
additional expense shall be borne by Central, Nothing in this Section is intended to limit
City's rights under the law or any other sections of this Restated Agreement,
Central Parking System, Inc. Page 9
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with the Project.
24. CONFLICTS OF INTEREST
Central or its employees may be subject to the provisions of the California Political
Reform Act of 1974 ("Act"), which (1) requires such persons to disclose any financial
interest that may foreseeably be materially affected by the Work performed under this
Restated Agreement; and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Central shall conform to all requirements of the Act. Failure to do
so constitutes a material breach and is grounds for immediate termination of this
Restated Agreement by City. Central shall indemnify and hold harmless City for any
and all claims for damages resulting from Central's violation of this Section.
25, NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Restated Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personalty, or on the third (3rd) business day after the deposit thereof in
the United States .mail, postage prepaid, first-class mail, addressed as hereinafter
provided. All notices, demands, requests or approvals from Central to City shall be
addressed to City at:
Attn: Evelyn Tseng, Revenue Manager
Finance Department
City of Newport Beach
3304 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3153
Fax: 949-644-3073
E -Mail: Etseng@newportbeachca.gov
All notices, demands, requests or approvals from City to Central shall be addressed to
Central at:
With a copy to:
Attn: Tim Downey, Director of Operations -- Orange County
Central Parking System, Inc.
3420 Bristol Street, Suite 225
Costa Mesa, CA 92626
Phone: (714) 751-2855
Fac: (714) 751-3650
E -Mail: TDowney@parking.com
James Marcum, President & CEO
Central Parking System, Inc.
Central Parking System, Inc. Page 10
2401 21St Avenue South
Nashville, TN 37212
The parties may designate new addresses for the receipt of notices, demands, requests
or approvals under this Section via written letter without the need for a formal
amendment.
26. CLAIMS
Central and the City expressly agree that in addition to any claims filing requirements
set forth in the Restated Agreement and Restated Agreement documents, Central shall
be required to file any claim Central may have against the City in strict conformance
with the Tort Claims Act (California Government Code Sections 900 et seq.).
27. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of this
Restated Agreement at the time and in the manner required, that party shall be deemed
in default in the performance of this Restated Agreement, If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting }warty fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Restated Agreement forthwith by giving to the defaulting party
written notice thereof,
Notwithstanding the above provisions, City shall have the right, at its sole discretion and
without cause, of terminating this Restated Agreement at any time by giving no less
than seven (7) calendar days prior written notice to Central. In the event of termination
under this Section, City, or City's new consultant, shall pay Central any money up to the
effective date of termination for which Central is owed under this Restated Agreement
On the effective date of termination, City or City's new consultant will remit to Central
the outstanding sums described in this Section and Central shall deliver to City all
reports, Documents, Equipment (defined below), and other information developed or
accumulated in the' performance of this Restated Agreement, whether in draft or final
form.
27.1 Transition Upon Termination. Upon termination or expiration of this
Restated Agreement, Central shall cooperate with the City to assist with
the orderly transfer of the Services and operations provided by Central
hereunder to another service provider or to the City as. determined by the
City in its sole discretion. Prior to termination or expiration of this
Restated Agreement, the City may require Central to perform and, if so
required, Central shall perform certain transition services necessary to
shift the Services of Central to another provider or to the City itself as
described below ("Transition Services"). Transition Services may include
but shall not be limited to the following:
Central Parking System, Inc. Page 11
(a) Working with the City to jointly develop a mutually agreed upon
'Transition Services Plan to facilitate the termination of the Services;
(b) Notifying all affected service providers and subcontractors of
Central;
(c) Performing the Transition Service Plan activities;
(d) Answering questions regarding the Services on an as -needed
basis; and
(e) Providing such other reasonable services needed to effectuate an
orderly transition to a new service provider.
28. COMPLIANCE WITH ALL LAWS
Central shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal, state,
county or municipal, whether now in force or hereinafter enacted. Specifically, Central
shall obtain all required coastal development permits, if any, from the California Coastal
Commission, all encroachment permits and building permits, if any, from the City, and
complete all necessary CEQA review. In addition, all Work prepared by Central shall
conform to applicable City, county, state and federal laws, rules, regulations and permit
requirements and be subject to approval of the Project Administrator and City.
29. WAIVER
A waiver by either party of any breach, of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
30. INTEGRATED CONTRACT
This Restated Agreement represents the full and complete understanding of every kind
or nature whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein.
31. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Restated Agreement
and the Scope of Services or any other attachments attached hereto, the terms of this
Restated Agreement shall govern.
32. INTERPRETATION
The terms of this Restated Agreement shall be construed in accordance with the
meaning of the language used and shall not be construed for or against either party by
reason of the authorship of the Restated Agreement or any other rule of construction
which might otherwise apply.
Central Parking System, Inc, Page 12
33. AMEMDMENTS
This Restated Agreement may be modified or amended only by a written document
executed by both Central and City and approved as to form by the City Attorney.
34. SEVERABILITY
If any term or portion of this Restated Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Restated Agreement shall continue in full force and effect.
36. CONTROLLING LAM AND VENUE
The laws of the State of California shall govern this Restated Agreement and all matters
relating to it and any action brought relating to this Restated Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
36. EQUAL OPPORTUNITY EMPLOYMENT
Central represents that it is an equal opportunity employer and it shall not discriminate
against any subcontractor, employee or applicant for employment because of race,
religion, color, national origin, handicap, ancestry, sex or age,
37. lige ATTORNEYS' FEES
In the event of any dispute or legal action arising under this Restated Agreement the
prevailing party shall not be entitled to attorneys' fees.
36. COUNTERPARTS
This Restated Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one (1) and
the same instrument.
QSIGNATURES ON NEXT PAIGE]
Central Parking System, Inc. Page 13
W
IN WITNESS WHEREOF, the parties have caused this Restated Agreement to
be executed on the dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date:
By.
Aaron C. Harp
City Attorney
ATTEST:� �
Date;
CITY OF NEWPORT BEACH,
A California m icipal corporation
Date;_
Nancy Ga
Mayor
CENTRAL: CENTRAL PARKING
SYSTEM, INC., a Tennessee corporation
Date:e% 1.
By:
James . Band
Executive Vice President
Date: 17,f
By:_� ,
Henry 'J.Ablyfott
Secretary
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Customer Service Standards
[END OF SIGNATURES]
Central Parking System, Inc. Page 14
=11
EXHIBIT "A"
SCONE OF SERVICES
SCOPE OF WORK
ON -STREET AND OFF-STREET PARKING ENFORCEMENT SERVICES.
1. General Overview and Goals.
Central shall provide overall management of on -street and off-street parking, including
but not limited to, parking meter enforcement, parking meter collections, signage,
striping, and parking meter installation and maintenance in connection with the "Original
Spaces" as defined below. In providing the Services, Central will be responsible for and
focus on the following areas and goals;
(a) Enforce parking regulations in compliance with City's municipal code;
(b) Maximize parking meter revenues;
(c) Increase the duality of parking services offered to the public;
(d) Modernize parking meters and support equipment; and
(e) Streamline parking meter enforcement services.
2. Service Requirements.
2.1 Parking Dieter and Other Oro -street and Off-street Parking Enforcement.
Central shall be responsible for the following:
(a) Enforcing parking regulations relating to parking meters and other parking controls
within areas established by City. Enforcement activities may include electronic and
paper ticketing. The City may adjust parking meter zones in its sole and absolute
discretion.
(b) Managing approximately two thousand six hundred and seventy-five (2,575) City -
owned metered parking spaces ("Original Spaces").
(c) Collecting all parking meter revenues, daily or as otherwise directed by the City.
(d) Installing and maintaining new parking meters and necessary support equipment.
Prior to installation of any parking meter, Central shall study the City's existing parking
meters and develop a schedule of replacement with priority afforded to high impact
areas (e,g., parking meters adjacent to the ocean). The replacement schedule shall be
mutually approved by the City and Central prior to implementation. The newly installed
parking meters shall have the capability of accepting credit card payments. All newly
installed parking meters as well as all existing parking meters shall have Central's
telephone number and the parking meter's location posted in a conspicuous spot on the
parking meter.
(e) Installing and managing additional City -owned parking meters as instructed by the
City. The City reserves the right to adjust the number of parking meters and spaces in
its sole discretion, increase or decrease time restrictions and hours of operation, and, in
Central Parking System, Inc. Page 15
8-47
the event of a City -determined adjustment in rates or the number of parking meters, the
parties may implement a mutually agreed upon pro -rata adjustment in the compensation
paid to Central.
(f) Establishing designated patrol routes for its enforcement officers. The City will
provide Central with adequate information regarding the location of meters and parking
meter zones.
(g) Responding to requests from the City to suspend or emphasize enforcement along
certain roads or in certain areas. The City also reserves the right, in its sole discretion,
to temporarily suspend enforcement along any street, or in any zone, according to the
needs of the City. The City will make every effort to provide Central adequate notice
concerning the location and duration of any such suspension or higher level of
enforcement.
(h) Providing non -electric signage, striping, and related items to alert the public to the
location and use of parking meters and spaces.
(i) Providing a personnel staffing plan, with assignment of duties, that shall be mutually
agreed upon by City and Central. The personnel staffing plan shall allocate adequate
resources to ensure all of the requirements of this Restated Agreement are met,
including but not limited to parking meter enforcement and citation issuance.
2.1.1 City shall be responsible for the following:
(a) Towing all "scofflaw" vehicles per City code and state law.
2.2 Dispute Resolution Program.
2.2.1 Central sha➢I be responsible for the following:
(a) Directing persons to the City's appeal requirements
(b) Providing the review and/or hearing officer with all background materials pertinent to
the appeal.
(c) Attending all appeal hearings and providing requested written and oral testimony.
(d) Satisfying any court or City imposed requirements should an appeal go to Superior
Court.
(e) Central shall not be entitled to any compensation for any citation, including citations
that are appealed.
Central Parking System, Inc. Page 16
-:
2.2.2 City shall be responsible for the ffolEowing:
(a) Hiring of the independent review and hearing officers and directly paying the costs
for the review and hearings officers, without regard to the decision rendered by the
hearing officers.
(b) Retention and safekeeping of the records of the appeal hearings.
2.3 Office Administration.
2.3.1 Central shall be responsible for the following:
(a) Maintaining current records and providing an accounting of all equipment, material
and supplies furnished by the City, if any, for use by Central.
(b) Safeguarding equipment and materials against Central employee negligence, theft
and vandalism.
(c) Purchasing all materials necessary to carry out all Original Spaces operation
functions. These include, but are not limited to, paper tickets and ticket' books,
envelopes, uniforms, office equipment and supplies.
(d) Maintaining office space within the City's physical boundaries that will serve as an
office for Central's staff and be open to the public during business hours 8:00 a.m. to
5:00 p.m., Monday through Friday. This office space may be closed during City
observed holidays, a list of which may be requested by Central.
(e) Any equipment, material and supplies furnished by the City or purchased by Central
and reimbursed by the City are the property of the City and will not be used for any
purpose other than the performance of the Services for the City,
2.3.2 City shall be responsible for the following:
(a) Maintaining an office open to the public for the acceptance of payments of parking
fines payable to the City.
2.4 Personnel Administration.
2.4.1 Central shall be responsible for the following:
(a) Demonstrating high ethical standards of conduct and observing all written rules and
regulations concerning work assignments.
(b) Maintaining radio contact at all times with supervisors and field personnel to ensure
appropriate oversight of parking enforcement activities.
Central Parking System, Inc. Page 17
S Me
(c) Ensuring that all enforcement, parking meter maintenance and revenue collecting
personnel wear City -approved uniforms and be properly groomed while on duty. The
uniform must display approved insignia that clearly identifies the wearer as being
responsible for enforcing parking violations, managing parking facilities or servicing
parking meters. The uniform will also have a clearly visible and readable name tag that
must be worn at all times. All other employees of Central providing Services shall at all
times be clearly identifiable by uniform, name badges, name tags, or identification
cards.
(d) Employing persons who are fully trained, competent and qualified with the skills and
experience necessary to provide the Services during the term of this Restated
Agreement.
(e) Hiring, training and supervising its staff members. Central staff members assigned
to the Services are employees of Central and shall not be considered employees of City
for any purpose.
(f) Assuring that its employees shall serve the public in a courteous, helpful, and
impartial manner. Correction of any inappropriate behavior or language shall be the
responsibility of Central.
(g) Responding to any public complaint within twenty-four (24) hours after receipt of the
complaint. In the event a report is received alleging an employee of Central was
discourteous, belligerent, profane or in any way intimidating, either physically or
verbally, Central will submit a written report to the Project Administrator within three (3)
days of the date of the report, outlining the complete details of the incident. The report
shall include the nature of the incident, time, date, location, name, address and
telephone number of the person making the allegation. The report will also include the
name and title of the employee and the nature of the disciplinary action taken, if any,
2.5'raining 'and Customer Service.
2.5A Central sha9i be responsible for the fallowing:
(a) Providing thorough training for enforcement and other personnel, including general
information and directions to assist customers visiting the City.
(b) Responding in accordance with the City's principles on customer service to public
inquiries as specified in Exhibit "C" which is attached to this Restated Agreement and
incorporated by reference. Central will provide a high level of customer service by
employing friendly, helpful, customer -oriented personnel.
(c) Assisting the City in its efforts to inform the public about the Project, including, but
not limited to, attending meetings of the City Council, Chambers of Commerce,
Business Improvement Districts, and Homeowners Associations.
Central Parking System, Inc. Page 18
(d) Providing all enforcement personnel with an adequate supply of material regarding
City services and City attractions, sites and events for distribution to citizens requesting
such information.
(e) (Seeping an accurate record of all citizens' complaints, their resolution, and the
action taken to contact the complainant. All such records shall be retained during the
term of this Restated Agreement and made available to the Project Administrator.
(f) Providing customer service training in accordance with City standards as outlined in
Exhibit "0."
(g) Working with the Newport Beach Police Department to provide City approved
background checks of all enforcement personnel
2.6 Installation and Maintenance.
2.6.1 Central shall be responsible for the following:
(a) Installing and maintaining parking meters in accordance with the City's standards in
the Original Spaces. Central shall notify the City in writing within twenty-four (24) hours
of any lost, stolen, unaccounted for or damaged Equipment (defined in Section 2.6.2
below).
(b) Maintaining installed parking meters, meter poles and heads in good working
condition. Good working condition is defined as rep airingireplacing any defective
parking meter within twenty-four (24) hours of a report of failure. Ensure meter poles
are cyan, painted, and upright. All Central employees will be required to immediately
report any damaged, missing or malfunctioning parking meters or facilities to their
appropriate supervisor.
(c) Implementing and fallowing a regular preventive maintenance schedule for all
parking meters.
(d) Keeping a log of all parking meter complaints/malfunctions. The log will note date,
parking meter number, location, problem and name of the person calling in the problem,
the tag number of the car (if any), the date the mechanics checked the parking meter,
the nature of the problem and the date it was corrected.
2.6.2 Parking Motor Equipment
(a) Linder the Original Agreement Central obtained parking meters and related
equipment by direct purchase or via third -party leases with IPS, New Concepts Leasing,
and California Office System (collectively, "Leases"). No later than ten (1 Q) days after
the execution of this Restated Agreement, Central shall provide City with all actual
invoices detailing purchases or leases of capital equipment, a written inventory of all
parking meters, meter poles, copy machines, vehicles, bicycles, accounts receivable
processing systems, and other items purchased/financed under the Leases and by
Central (collectively, "Equipment"). Upon receipt of the invoices and written inventory
from Central, City shall reconcile the Invoices and payments, and City will purchase the
Central Parking System, Inc, Page 19
8-51
Equipment from Central, free from any interest charges, pre -payment penalties, mark-
ups, or carrying charges. The combined payment for all such Equipment shall be
transmitted directly'to Central, decreased by the amount the City has already paid to
Central for Equipment through March 31, 2012, pursuant to section 1(b) of the original
Exhibit "B" to the Original Agreement.
Within ten (10) days of receipt of payment from City for the Equipment, Central shall pay
all amounts due to satisfy all lease obligations associated with the Equipment purchase,
Within thirty (30) days of receipt of payment from City for the Equipment, Central shall
provide the City with clean title to the Equipment, free and clear of all liens, claims, or
obligations of the Leases or any other parties. Upon receipt of the payment for the
Equipment City shall have satisfied and be excused from all further Equipment
Payments, as contemplated under the Original Agreement. Central shall indemnify the
City from any and all claims from Central or third -parties to the Equipment after payment
is made by City under this Section.
(b) After the previously purchased Equipment is paid for by City in accordance with
Section 2.6.2(a) the City shall purchase or finance all other Equipment on a going -
forward basis. When Central determines Equipment is necessary for the Services
under this Restated Agreement Central shall submit a written request for the Equipment
no less than thirty (30) days in advance. City shall review the written request and may
purchase outright or finance the requested Equipment, or reject Central's request for
such Equipment. The parties have a goal of ninety-nine percent (99%) operability for all
Equipment.
(c) All Equipment purchased under this Restated Agreement shall be charged at
Central's direct cost without any additional mark up, finance charge, interest charge, or
other carrying charge. to City or the parking meter user.
2.7 Safety.
2.7.1 Central shall be responsible for the following:
(a) Taking adequate steps to ensure the safety and security of all personnel and
property. Central shall provide all training and employ all responsible safety precautions
and devices in connection with providing the Services. Central shall supply all
employees deployed in the field with the telephone number of the City's Police
Department.
2.8 Miscellaneous Services.
2.8.1 Central shall be responsible for the following:
(a) Changing Central procedures as necessary to conform to revisions in the City's
ordinances, parking regulations, policies and initiatives.
(b) Consulting with the City, as requested, regarding the Project,
(c) Assisting in maintaining and expanding the Project, if desired by City, including
working with businesses, neighborhood groups, and other organizations as needed.
Central Parking System, Inc. Page 20
8-52
(d) Emptying all parking meters in a timely manner (as determined in Section 2.1(c) of
this. Exhibit "A"), depending on parking volumes.
(e) Providing monthly reports detailing:
1. revenues collected by parking zone;
2. the number of parking citations issued by parking zone;
3. broken/repaired parking meters; and
4. customer complaints.
(f) Providing annual revenue and expenditure reports in a form to be provided by the
City.
2.9 Optional Services.
2.9.1 City may request in writing that Central provide the following
additional services at City's expense, with a reasonable additional remittance to
Central for profit aind overhead, as agreed by the parties:
(a) Operate and maintain the City's off-street parking lots. Including the installation of
new multi -space meters and providing an on-site employee during peak hours/seasons.
(b) Enforce and manage the City's parking citation program (i.e., fire hydrants, street
sweeping, red curbs, etc.).
(c) Enforce scofflaw regulations related to towing of vehicles that have five or more
outstanding parking citations.
(d) Enforce parking regulations and traffic control for special events, including festivals,
boat parades, Fourth of July, etc.
(e) Provide license plate recognition software, pay -by -cell and other advanced
technologies.
(f) Upon City's written request for any of the services referenced in subsections "a"
through "e" or any other ,additional services, Central and City shall negotiate in good
faith and if a service is agreed upon enter into a written amendment to this Restated
Agreement.
Central Parking Sysfem, Inc. Page 21
8-53
EXHIBIT 9315
SCHEDULE OF BILLING DATES
1. Revenue Distribution.
(a) City shall pay Central seven hundred thousand dollars ($700,000) annually to
provide the Services contemplated in this Restated Agreement. This annual payment
shail be divided into twelve (12) equal monthly installments of fifty-eight thousand three
hundred and thirty. -three dollars and thirty-three cents ($55,333.33) that shall be
transmitted to Central by the fifteenth (15th) day of each calendar month. All payments
to Central under this Section shall be accomplished by the use of electronic fund
transfer.
(b) City shall receive and keep all parking meter revenue which shall be deposited daily
(or other deposit schedule directed by City) by Central with the City pursuant to Section
2.1 (a) below.
(c) By August 31st following each fiscal year, or partial fiscal year, of the term hereof,
provided Central has submitted the bank reconciliation and merchant credit card
statements before ,July 315t of that same year, City shall reconcile the previous fiscal
year's (July 1st through ,lune 30th) parking meter revenues, less credit card processing
fees, and if parking meter revenue exceeds three million four hundred thousand dollars
($3,400,000) the amount of revenue in excess shall be used to pay Central a bonus
("Central's Bonus") equal to eleven and half percent (11.5%) of all parking meter
revenues per year in excess of the three million four hundred thousand dollars
($3,400,000). On May 1, 2013, Central's bonus shall increase by five (5) percentage
points to sixteen and half percent (16.5°/x) of all parking meter revenues per year in
excess of three million four hundred thousand dollars ($3,400,000), On May 1, 2015,
Central's bonus shall increase by an additional five (5) percentage points to twenty-one
and half percent (21.5%) of all parking meter revenues per year in excess of three
million four hundred thousand dollars ($3,400,000). The three million four hundred
thousand dollars ($3,400,000) revenue amount will be pro -rated for any partial fiscal
year. City shall pay.Central's Bonus on or before September 30th of the applicable year.
(d) All income from parking citations shall be the sole property of the City and not count
towards the dollar amounts referenced in sections (a), (b), or (c) above.
(e) City reserves the right to adjust parking meter rates in its sole and absolute
discretion. Central shall utilize the most current parking meter rates as may be adopted
by the City.
(f) Credit card processing fees under this Restated Agreement shall be charged against
parking meter revenue at Central's direct cast rate without any additional mark up to
City or the parking meter user.
2. Collection of Monies and Accounting.
2.1 Central shall be responsible for the following:
Central Parking System, Inc. Page 22
(a) Collecting and accounting for all revenues from the parking meters. All monies
collected from parking meters will be deposited daily (or as otherwise directed by City),
in accordance with approved guidelines established by the City, into a restricted
account authorized by the City. The restricted account shall allow Central to make
deposits, but only the City may withdrawal funds from the restricted account. Deposits
shall be made to specific revenue accounts as established by the City in order to
prcparly reflect all collections areas, particularly tidelands. Central shall be given full
access. to view the activity in such bank accounts.
(b) Ensuring proper accountability and internal control of monies collected by Central.
(c) Providing any periodic or special financial and operational reports as requested by
the. City.
(d) Providing capability to use debit cards, keys or similar devices at selected meter
locations.
(e) Should any monies collected by Central be lost, stolen, unaccounted for or otherwise
removed without the authorization of the City from the custody and control of Central
prior to their deposit in the City's approved bank account, Central shall deposit in said
amount a like sum of money within ninety-six (96) hours of such loss, theft or removal.
Should said loss, theft or removal be insured or otherwise secured by Central, any
payments made to the City on account thereof shall, if appropriate, be reimbursed to
Central. Central will be liable for all losslmismanagement of funds.
(f) Segregating all parking meter revenue attributable to parking meters within the
tidelands into a separate tidelands account controlled by the City.
�IARswwinpw�Ml .._ nn�innnnn��n�nnnnnnnnn�nna
Central Parking System, Inc. Page 23
8-55
EXHIBIT A`C"
CUSTOMER SERVICE STANDARDS
Customer Service Philosophy
We will provide all customers with quality service in a manner that is
courteous, responsive, accessible and seamless.
The services will he delivered with patience, understanding, goodwill,
and without regard to our own convenience.
1. Point of Contact a Face to Face
Introduce yourself, giving your name and your department.
Ask for the customer's name and use it throughout the conversation.
4 Be friendly, courteous and helpful in all situations.
4? If requested, be able to respond knowledgeably .and professionally regarding the task
that you are performing.
Take ownership of the customer's request. If you do not know the answer to
questions about your department or cannot resolve a problem, ask your supervisor to
contact the customer.
o� Listen first for content, defer personal judgment, and concentrate on the main issue.
2. Point of Contact - individual Telephone Lime
Answering the Telephone Properly
85% of all calls should be answered within 3 rings if you are available.
Ensure Central's employees have adequate content knowledge of parking regulations
and the City_
Answer the telephone professionally and politely in a consistent manner.
o Present a positive tone,
Greeting should clearly identify your name.
Listen first for content, defer personal judgment, and concentrate on the main issue.
4 `l=ake ownership of the call. answer the question or find out who could answer the
question and follow through if you transfer the caller to another extension.
Do not use voice mail to avoid answering the phone if you are available.
If you want to talk to a customer on the speakerphone, ask if they mind first.
Connecting a Caller
Always ask if the caller would like to be connected.
A Give the caller the telephone number prior to the connection.
� Prior to connecting the caller, give them the options that are available if the employee
does not answer the telephone (i.e., leave a message on voicemail, take a message or
connect them to another person who may assist them).
o Verify the person you are connecting to is on the line before you hang up.
Central Parking System, Inc. Page 24
o Introduce the caller and explain the issue to the receiving party.
Voice Mail
,� All voice mail messages need to clearly state that the customer has reached Central
and your name.
Provide an option to reach a "live body".
If no live body option is available, leave an alternate name and telephone number for
the customer to reach.
,�? Return all telephone calls within one business day.
,� Update message when you will not be returning phone calls within one business day.
Leave an alternate name and telephone number for the customer to reach in your
absence.
o Check voice mails a minimum of two (2) times a day. If your daily work schedule
keeps you out of the office for extended periods, leave a message with information of
when return calls will be made.
Use voice mail as if you were sending a memo. Leave specific messages of why you
are calling and what information you may need.
Closing a Call
,� Ask callers if they have received the information they requested and if they
understand it.
4- Ask if there is anything else you can do for them.
e Thank them for calling.
d Allow callers to hang up first.
A- Always put the receiver down gently,
3. Customer Service Training: Complaint Management
Keep a cool head'
Smile/be polite
A Listen without interrupting
Ask questions/document
Call them by name/don't be too familiar/remain professional
Offer your assistance
Don't say n.o immediately
e Know your limits/don't act defensively
Demonstrate you understand the customer's point of view
If the error was at your end, briefly explain where things went wrong and what has
been done to correct the problem
How to handle profane or inappropriate language by customer:
Central Parking System, Inc. Mage 25
8-57
1. Ask caller not to use that type of language.
2. Tell caller you will not continue conversation if they continue to use inappropriate
language.
3. If they persist, hang up.
Central Parking System, Inc. Page 26
WAIVER AND RELEASE
In consideration for entering into an Amended and Restated Professional Services
Agreement with Central Parking System, Inc, for Parking Meter Services, Central
Parking System, Inc, ("Central") and the City of Newport Beach ("City") (collectively,
"Parties" and individually "Party") waive any and all claims it can, could, or may raise
against the other Party for damage or compensation of any type under the March 31,
2011 agreement entitled Professional Services Agreement with Central Parking System,
Inc. for Parking Meter Services, This waiver includes, but is not limited to, all claims
against Central or City for compensation, interest, litigation expenses, and costs of all
types. In addition, with respect to the waivers stated herein, Central and City
acknowledge and agree that such waivers are and shall be effective regardless of any
later -discovered information, and in connection with such waivers. Central and City
voluntarily and knowingly release any and all protections it may have under California,
Civil Code Section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR.
This waiver is intended to be a full and final release of any and all such claims to which
it pertains, and Central and City warrant to each other that it has had the opportunity to
consult with legal counsel regarding the provisions of California Civil Code Section
1542, and the consequences and implications of waiving operation of this statute, and
knowingly and voluntarily waive it.
CENTRAL PARKING SYSTEM, INC.,
A Tennessee corporation
Date: AAY 2,0) Z
J
By: w,...
James HBond
Executive Vice President
Date: _144)1.2,2-1 ;-61 �
By; 9,4
Henry J, Ably
Secretary
[SIGNATURES CONTINUE ON NEXT PAGE)
Page 1 cf 2
8-59
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
OFFICE OF THE CITY ATTORNEY A California municipal corporation
Date:' f Date:
By:By,
_/ac
Aaron C. Harp David-'Kilf,
City Attorney City Manager
ATTEST: , �� r�
Date: �f
By: �
Leilani I. Brown
City Clerk
Vt
[END OF SIGNATURES]
Page 2 of 2
•I
AMENDMENT NO. ONE TO THE
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
WITH CENTRAL PARKING SYSTEM, INC. FOR
PARKING METER SERVICES
THIS AMENDMENT NO. ONE TO AMENDED AND RESTATED PROFESSIONAL
SERVICES AGREEMENT FOR PARKING METER SERVICES ("Amendment No. One")
is made and entered into as of this 23rd day of April, 2013 ("Effective Date") by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation and
charter city ("City"), and CENTRAL PARKING SYSTEM, INC., a Tennessee corporation
("Central"), whose address is 2401 21St Avenue South, Nashville, TN 37212 and is
made with reference to the following;
RECITALS
A. On May 22, 2012, City and Central entered into an Amended and Restated
Professional Services Agreement ("Restated Agreement") for parking meter
services ("Project").
B. City desires to enter into this Amendment No. One to reflect additional services
not included in the Restated Agreement.
C. City and Central mutually desire to amend the Restated Agreement, as provided
below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. SERVICES TO BE PERFORMED
Exhibit "A" to the Restated Agreement shall be amended in its entirety and replaced
with the Scope of Services, attached hereto and incorporated herein by reference
("Services" or "Work"). The City may elect to delete certain Services within the Scope of
Services at its sole discretion.
2. COMPENSATION TO CONSULTANT
Exhibit "B" to the Restated Agreement shall be amended in its entirety and
replaced with the Schedule of Billing Rates attached hereto as Exhibit B, and
incorporated herein by reference.
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Restated Agreement shall remain unchanged and shall be in full force
and effect.
[SIGNATURES ON NEXT PAGE]
8-61
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: q/,�-3//3
ASC. Harp
City Attorney
ATTEST: I�
Date:.
r
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A Californi7m.�nicipal corporation
Date:
By:.
Keith D. Curry
Mayor
CENTRAD: CENTRAL P
INC., a Tennesse co
M,,fr. r .. , 7
By. if
Edward E. S►m s
Executive Vice President
NG SYSTEM,
[ENO OF SIGNATURES]
Attachments: Exhibit A -- Scope of Services (including two attachments)
Attachment 1: Lot Maps
Attachment 2: Equipment
Exhibit B — Schedule of Billing mates
Central Parking System, Inc. Rage 2
8-62
EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF WORK
ON -STREET AND OFF-STREET PARKING ENFORCEMENT SERVICES.
1. General Overview and Goals.
Central shall provide overall management of on -street and off-street parking, including
but not limited to, parking meter enforcement, parking meter collections, signage,
striping, and parking meter installation and maintenance in connection with the "Original
Spaces" as defined below. .
Central shall also provide management of the parking facilities depicted on Attachment
#1, which is incorporated herein by reference, ("Parking Lots"), including but not limited
to, parking enforcement within the Parking Lots, installation and maintenance of the pay
stations located within the Parking tots ("Pay Stations"), collections from the Pay
Stations, and customer service.
In providing the Services, Central will be responsible for and focus on the following
areas and goals:
(a) Enforce parking regulations in compliance with Newport Beach Municipal Code
("NBMC") and{or City's resolutions;
(b) Maximize revenues from parking meters and Parking Lots;
(c) Increase the quality of parking services offered to the public;
(d) Modernize parking meters, Pay Stations and support equipment;
(e) Integrate the Pay Stations, parking meters and License Plate Recognition ("LPR")
technologies with City's other parking programs, including but not limited to, the
acceptance of various parking permit programs; and
(f) Streamline parking meters, Parking Lots and other enforcement services.
2. Service Requirements.
2.9 Parking Meter and Other On -street and Off-street Parking Enforcement,
Central shall be responsible for the following.
(a.) Enforcing parking regulations relating to parking meters and other parking controls
within areas established by City, Enforcement activities may include electronic and
paper t=icketing. The City may adjust parking meter zones in its sole and absolute
discretion.
(b) Providing additional parking enforcement pursuant to the NBMC as requested by the
City in writing. However; such additional parking enforcement shall not include the
removal or towing of any vehicles found parked in violation of the NBMC by Central.
Central Parking System, Inc. Page 3
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(c) Managing approximately two thousand six hundred and seventy-five (2,676) City -
owned metered parking spaces ("Original Spaces").
(d) Collecting all parking meter revenues, daily or as otherwise directed by the City.
(e) Installing and maintaining new parking meters and necessary support equipment,
Prior to installation of any parking meter, Central shall study the City's existing parking
meters and develop a schedule of replacement with priority afforded to high impact
areas (e.g., parking meters adjacent to the ocean.). The replacement schedule shall be
mutually approved by the City and Central prior to implementation. The newly installed
parking meters shall have the capability of accepting credit card payments. All newly
installed parking meters as well as all existing parking meters shall have Central's
telephone number and the parking meter's location posted in a conspicuous spot on the
parking meter.
(f) Installing and managing additional City -owned parking meters as instructed by the
City. The City reserves the right to adjust the number of parking meters and spaces in
its sole discretion, increase or decrease time restrictions and hours of operation, and, In
the event of a City -determined adjustment in rates or the number of parking meters, the
parties may implement a mutually agreed upon pro -rata adjustment in the compensation
paid to Central.
(g) Establishing designated patrol routes for its enforcement officers. The City will
provide Central with adequate information regarding the location of meters and parking
meter zones.
(h) Responding to requests from the City to suspend or emphasize enforcement along
certain roads or in certain areas. The City also reserves the right, in its sole discretion,
to temporarily suspend enforcement along any street, or in any zone, according to the
needs of the City. The City will make every effort to provide Central adequate notice
concerning the location and duration of any such suspension or higher level of
enforcement.
(i) Placing non -electric signage, striping, and related items to alert the public to the
location and use of parking meters and spaces.
(j) Providing a personnel staffing plan, with assignment of duties, that shall be mutually
agreed upon by City and Central. The personnel staffing plan shall allocate adequate
resources to ensure all of the requirements of this Restated Agreement are met,
including but not limited to parking meter enforcement and citation issuance.
City shall be responsible for the following.,
Towing all "scofflaw" vehicles pursuant to the NEMC and state law.
Central Forking System, Inc.—mmPage 4
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2.2 Parking Lots Parking Enforcement
Central shall be responsible for the following;
(a) Enforcing parking regulations relating to Larking Dots, including, but not limited to,
Pay Stations enforcement, red curb enforcement, loading and unloading zone
enforcement. Enforcement activities may include electronic and paper ticketing.
(b) Managing the Parking Lots on the days and hours designated by the City.
(c) Collecting the Parking Lots revenues, daily or as otherwise directed by the City.
(d) Installing and maintaining new Pay Stations and necessary support equipment,
including but not limited to, License Plate Recognition Technology software and
hardware ("LPR") .and enforcement vehicles. Central shall provide City with a schedule
of replacement for the Pay .Stations, Al[ Pay Stations shall have the capability of
accepting credit card payments and paywby-phone payments. All Pay Stations shall
have Central's telephone number and the Pay Station's location posted in a
conspicuous spot on the Pay Station.
(e) Working with City on parking for special events, validation programs and integration
with City's other parking programs, including but not limited to the acceptance of various
parking permits.
(f) Displaying non -electric signage and related items to alert public to the location and
use of the Pay Stations, as needed.
(g) Providing a personnel staffing plan, with assignment of duties for Parking Lots, that
shall be mutually agreed upon by City and Central. The personnel staffing plan small
allocate adequate resources to ensure that all of the requirements of this Restated
Agreement are met, including but not limited to Pay Station enforcement, citation
issuance, customer service and beach information dissemination.
(h) Using temporary signage and the appropriate staffing levels to: (1) provide for the
safe and orderly ingress and egress of traffic at the Parking Lots; (2) maintain the safety
of staff, a smooth traffic flow, and (3) minimize the traffic impacts on the streets adjacent
to the Parking Lots that may result from queuing at the parking lot entrance.
(i) Developing and executing, when necessary, procedures for quickly halting the flaw
of traffic into and out of the. Perking Lots to allow public safety vehicles to enter and exit
the Parking Lets during an emergency.
0) Displaying the necessary signage, cones and related items to direct traffic and/or
alert the public when the Parking Lots are full.
(k) If the Pay Stations in the Parking tots are not installed and operable by May 13,
2013, unless another date is indicated in writing to Central by City, Central shall provide
the staff required to manage the Parking Lots accordingly, [e. -- taking payments at the
booth, until the Pay Stations are installed and operable.
Central Parking System, Inc. Page 5
2.3 Dispute Resolution Program.
2.3.1 Central shall be responsible for the following:
(a) Directing persons to the City's appeal requirements
(b) Providing the review and/or hearing officer with all background materials pertinent to
the apFeal.
(c) Attending all appeal hearings and providing requested written and oral testimony.
(d) Satisfying any court or City imposed requirements should an appeal go to Superior
Court.
(e) Contral shall not be entitled to any compensation for any citation, including citations
that are appealed.
2.3.2 City shall be responsible for the following:
(a) Hiring of the independent review and hearing officers and directly paying the casts
for the review and hearings officers, without regard to the decision rendered by the
review and hearing officers.
(b) Retention and safekeeping of the records of the appeal hearings.
2.4 Office Administration.
2.4.1 Central shall be responsible for the following;
(a) Maintaining current records and providing an accounting of all equipment, material
and supplies furnished by the City, if any, for use by Central.
(b) Safeguarding equipment and materials against Central employee negligence, theft
and vandalism.
(c) Purchasing all materials necessary to carry out all Original Spaces and Parking Lots
operation functions. These include, but are not limited to, paper tickets and ticket
books, envelopes, uniforms, office equipment and supplies.
(d) Maintaining office space within the City's physical boundaries that will serve as an
office for Central's staff and be open to the public during business hours 8:00 a.m. to
5:00 p.m., Monday through Friday. This office space may be closed during City
observed holidays, a list of which may be requested by Central.
(e) Any equipment, material and supplies furnished by the City or purchased by Central
and reimbursed by the City are the property of the City and will not be used for any
purpose other than the performance of the Services for the City.
Central Parking System, Inc. Page 6
• •
2.4.2 City shall be responsible for the following:
Maintaining an office open to the public for the acceptance of payments of parking fines
payable to the City.
2.5 Personnel Administration.
2.5.1 Central shalt be responsible for the following:
(a) Demonstrating high ethical standards of conduct and observing all written rules and
regulations concerning work assignments.
(b) Maintaining radio contact at all times with supervisors and field personnel to ensure
appropriate oversight of parking enforcement activities,
(c) Ensuring that all enforcement, parking meter and Pay Stations maintenance, and
revenue collecting personnel wear City -approved uniforms and be properly groomed
while on duty. The uniform must display an approved insignia that clearly identifies the
wearer as being responsible for enforcing parking violations, managing parking facilities
or servicing parking meters and Pay Stations. The uniform will also have a clearly
visible and readable name tag that must be worn at all times. All other employees of
Central providing Services shall at all times be clearly identifiable by uniform, name
badges, name tags, or identification cards.
(d) Employing persons who are fully trained, competent and qualified with the skills and
experience necessary to provide the Services during the term of this Restated
Agreement.
(e) Miring, training and supervising its staff members. Central staff members assigned
to the Services are employees of Central and shall not be considered employees of City
for any purpose.
(f) Assuring that its employees shall serve the public in a courteous, helpful, and
impartial manner. Correction of any inappropriate behavior or language shall be the
responsibility of Central.
(g) Responding to any public complaint within twenty-four (24) hours after receipt of the
complaint. In the event a report is received alleging an employee of Central was
discourteous, belligerent, profane or in any way intimidating, either physically or
verbally, Central will submit a written report to the Project Administrator within three (3)
days of Central's receipt of the report, outlining the complete details of the incident. The
report shall include the nature of the incident, time, date, location, name, address and
telephone number of the person making the allegation. The report will also include the
name and title of the employee and the nature of the disciplinary action taken, if any.
Central Parking System, Inc. --� page 7
2.6 Training and Customer Service,
2.6.1 Central shall be responsible for the following:
(a) Providing thorough training for enforcement and other personnel, including general
information and directions to assist customers visiting the City.
(b) Responding in accordance with the City's principles on customer service to public
inquiries as specified in Exhibit "C" which is attached to this Restated Agreement and
incorporated by reference. Central will provide a high level of customer service by
employing friendly, helpful, customer -oriented personnel.
(c) Assisting the City in its efforts to inform the public about the Project, including, but
not limited to, attending meetings of the City Council, Chambers of Commerce,
Business improvement Districts, and Homeowners Associations.
(d) Providing all enforcement personnel with an adequate supply of material regarding
City services and City attractions, sites and events for distribution to citizens requesting
Such information.
(e) Keeping an accurate record of all citizens' complaints, their resolution, and the
action taken to contact the complainant. All such records shall be retained during the
term of this Restated Agreement and made available to the Project Administrator.
(f) Providing customer service training in accordance with City standards as outlined in
Exhibit "C."
(g) Working with the Newport Beach Police Department to provide City approved
background checks of all enforcement personnel
2.7 Installation and Maintenance.
2.7,1 Central shall be responsible for the following:
(a) Installing and maintaining parking meters in accordance with the City's standards in
the Original Spaces and installing and maintaining Pay Stations in accordance with the
depictions attached as Attachment # T. Central shall notify the City in writing within
twenty-four (24) hours of any last, stolen, unaccounted for or damaged Equipment
(defined in Section 2.7.2 below).
(b) Maintaining installed Pay Stations, parking meters, meter poles and heads in good
working condition. Good working condition is defined as repairing/replacing any
defective parking meter within twenty-four (24) hours of a report of failure, or
repairing/replacing any defective Pay Station within two (2) business days.. Ensure
meter poles are clean, painted, and upright.. All Central employees will be required to
immediately report any damaged, missing or malfunctioning parking .meters or facilities
to their appropriate supervisor.
Central Parking System, Inc. Page 8
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(c) Implementing and following a regular preventive maintenance schedule for all Pay
Stations and parking meters.
(d) Keeping a log of all parking meter or Pay Station complaints/malfunctions. The log
will note date, parking meter or Pay Station number, location, problem and name of the
person calling in the problem, the tag number of the car (if any), the date the mechanics
checked the parking meter or Pay Station, the nature of the problem and the date it was
corrected.
2.7.2 Equipment
(a) City has purchased the capital equipment, parking meters, meter poles, copy
machines, vehicles, bicycles, accounts receivable processing systems, and other items
purchased/financed by Central under the Original Agreement (collectively, "Equipment")
from Central, free from any interest charges, pre -payment penalties, mark-ups, or
carrying charges and received clean title to the Equipment, free and clear of all liens,
claims, or obligations of the third. party leases with IPS, New Concepts Leasing,
California Office System or any other entity or party. City has satisfied and shall be
excused from all further Equipment Payments, as contemplated under the Original
Agreement. Central shall indemnify the City from any and all claims from Central or
third -parties to the Equipment.
(b) Central shall purchase, on behalf and with the prior written consent of City, all
supplies necessary for the operation of the Parking Bots.
(c) City shall purchase or finance all other equipment on a going -forward basis,
including the Pay Stations and LPR. When Central determines that any other
equipment is necessary for the Services under this Restated Agreement, Central shall
submit a written request for the other equipment no less than thirty (30) days in
advance. City shall review the written request and may, in City's sole discretion,
purchase outright or finance the requested other equipment, or reject Central's request
for such other equipment. The parties have a goal of ninety-nine percent (99%)
operability for all equipment in use at the Original Spaces and at the Parking Lots.
(d) In the event City requests Central to purchase any equipment to be installed in
connection with this Restated Agreement, City shall reimburse Contral for the total cost
of the procurement and installation of such equipment within thirty (30) days after City's
approval of Central's statement showing the description and cost of each item, which
shall be charged at Central's direct cost without any additional mark up, finance charge,
interest charge, or other carrying charge to City or the parking meter or Parking Lot
user,
(e) An inventory of the Equipment purchased in the Restated Agreement and the new
equipment purchased pursuant to this Amendment No, One is provided in Attachment
2,
Central Parking System, Inc. page 9
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2.8 Safety.
2.8.1 Central shall be responsible for the following:
Taking adequate steps to ensure the safety and security of all personnel and property.
Central shall provide all training and employ all responsible safety precautions and
devices in connection with providing the Services. Central shall supply all employees
deployed in the field with the telephone number of the City's Police Department.
2.9 Miscellaneous Services.
2.9.1 Central shall be responsible. for the following:
(a) Changing Central procedures as necessary to conform to revisions in state law, the
NBMC and the City's resolutions, parking regulations, policies and initiatives.
(b) Consulting with the City, as requested, regarding the Project.
(c) Assisting in maintaining and expanding the Project, if desired by City, including
Working with businesses, neighborhood groups, and other organizations as needed.
(d) Emptying all parking meters and Pay Stations in a timely manner (as determined in
Section 2.1(d) and 2.2(c) of this Exhibit "A") depending on parking volumes.
(e) Providing monthly reports detailing;
1. Revenues collected by parking zone;
2. Revenues collected by Parking Lot;
I The number of parking citations issued by parking zone;
4. The number of parking citations issues by Parking Lot;
5. Brokenlre.paired parking meters;
6. Broken/repaired Pay Stations;
7. Customer complaints; and
8. Other reports as requested by City on management, operations, facility
conditions and other issues as they arise.
(f) Providing annual revenue and expenditure reports in a form to be provided by the
City.
(g) Remaining knowledgeable of emerging developments in the parking technology
field and making recommendations to the City to increase operational efficiencies,
maximize revenues and reduce costs.
(h) Providing the following, as requested by the City:
1. Bank deposit slips and bank reconciliations;
2. Detailed cash receipts and disbursement records;
8. Traffic flow and Parking Lots utilization reports; and
4. Any and all reports generated from the automated parking system.
Central Parking System, Inc, m Page 10
f
2.10 Optional Services.
2.10.1 City may request in writing that Central provide the fallowing
additional services at City's expense, with a reasonable additional remittance to
Central for profit and overhead, as agreed by the parties:
(a) Enforce and manage the City's parking permit program.
(b) Manage and process City's parking citation program,
(c) Upon City's written request for any of the services referenced in subsections "a"
through "b" or any other additional services, Central and City shall negotiate in good
faith and if a service is agreed upon enter into a written amendment to this Restated
Agreement.
Attachments:
(1) Lot Maps
(2) Equipment
Central Parking System Inc. Page 11
8-71
Attachment 1: Lot Maps
Yellow shading indicates the area in which Pay Stations will be installed.
Central Parking System, Inc. Page 12
8-72
Attachment 2: Equi
Status Description Invoice PO Ref VIN If applicable Date Quantity
Per Restated Agreement Wav 2012)
Meters
New Luke Pay Stations PC) 34285
23
Buyout
IPS Meters IPS H-13266 Buyout 2012
Vehicles
05/3112012 1,325
Buyout
Batteries IPS? H-13298 Buyout 2012
Now Toyota Yaris-LPR2
05!3112012 1,325
Bu out
burncan solutions
Handhelds- AutoOltes INVCB001332 Buyout 2012
0513112012 7
Plate Recognition Infrastructure
New LPR- Rig 91
1
Pa stations
1
Buyout
Digital Payment
Technoiogies 145271
Luke Pay Statlons Buyout 2012
Now troops
05131/2012 R
Vehicles
Bu out
New Concepts easing H -
Ford Focus SE Sedan 2011 -MGT 13266 Buyout 2012
103588
05!31/2012 1
Suyout
Now Goncepts eas ng H-
Ford Ranger Pickup 2011 - Ma€nt 13256 Buyout 2012
1 FTKR1 AE4BPA17540
05131/2012 1
Suyout
New Concepts Leasing H-
Ford E-150 Cargo Van 2011- Collections 13255 Buyout 2012
1 FTNE1 EW3BDA81453
05131/2012 1
Miscellaneous Office Startup Equipment
Suyout Miscellaneous Office Equipment
05/31/2012 20
Buyout Safe
0513112012.1 1
Buyout Coin Sorter
0513112012 1
Per Amendment No. One (April 2013)
Paystatlons
New Luke Pay Stations PC) 34285
23
Vehicles
Now To ola Yaris-LPR1
1
Now Toyota Yaris-LPR2
l
Plate Recognition Infrastructure
New LPR- Rig 91
1
New LPR- Rig 92
1
New Signage
TBD
Now troops
TBD
Central Parking ,system, Inc. - - -- Page 13
8-73
EXHIBIT `°B"
SCHEDULE OF BILLING RATES
1. Revenge Distribution.
(a) Parking Meters: City shall pay Central seven hundred thousand dollars
($700,000) annually to provide the Services contemplated in this Restated Agreement
for the Original Spaces. This annual payment shall be divided into twelve (12) equal
monthly installments of fifty-eight thousand three hundred and thirty-three dollars and
thirty-three cents ($58,333.33) that shall be transmitted to Central by the fifteenth (15th)
day of each calendar month. All payments to Central under this Section shall be
accomplished by the use of electronic fund transfer..
Parking Lots: By the 15th of each month, City shall reconcile the previous month's
Parking Lots revenues. In consideration of the services provided for the Parking Lots,
City shall pay to Central Fifteen Percent (15%) of Parking Lots revenues, net of credit
card transaction fees, by the 30th of each month for the revenues collected in the
previous month. Such Fifteen Percent (15%) payment shall only take effect when the
Pay Stations are installed and operating.
If the Pay Stations in the Parking Lots are not installed and operating and Central is
required to utilize additional personnel pursuant to Exhibit "A" Section 2.2(k), City shall
pay to Central:
Ambassador Level Employee - $19/hour
Supervisory Customer Service level Employee a $24,32/hour
Shift Manager 1 Assistant Manager Level Employee W $30.40/hour
City shall NOT pay Central the Fifteen Percent (15%) referenced above during this
interim operating period.
Notwithstanding the foregoing, the total amount paid to Central for adding such
personnel, i.e., pursuant to Exhibit "A", Section 2.2(k), and not including additional
personnel requested pursuant to Exhibit "A" Section 2.1(b), shall not exceed
$22,366.23 for May 2013, $38,364.04 for June 2013 and $4.6,838.04 for July 2013,
Additional Enforcement: For additional enforcement, if requested pursuant to Exhibit
"A" Section 2.1(b), Central shall increase use of its own enforcement personnel where
possible. It, In Centra] and City's opinion, increased services are required and agreed
to by City in writing, City shall pay to Central the same hourly rates for the Ambassador
Level Employee, Supervisory Customer Service Level Employee and Shift
Manager/Assistant Manager Level Employee as noted above. Additional expense items
related to the City's request for additional enforcement services shall be subject to the
same approval and procurement process as described in Exhibit "A" Section 2.7.2.
Beginning May 1, 2014, such hourly rates for Central's employees noted above shall
increase annually by the prior one year in CPl (Los Arigeles-Riverside-Orange County
Central Parking System, Inc. Page 14
I
All Urban Consumers) plus one percent (1%) or by three percent (3%), whichever is
less.
(b) City shall receive and keep all parking meter and Parking Dots revenue which shall
be deposited daily (or other deposit schedule directed by City) by Central with the City
pursuant to Section 2.1(a) of Exhibit 'B" below:
(c) For parking meter revenues only (this provision excludes all Parking Lots
revenues), by August 31st following each fiscal year, or partial fiscal year, of the term
hereof, provided Central has submitted the bank reconciliation and merchant credit card
statements before July 31st of that same year, City shall reconcile the previous fiscal
year's (July 1St through June 30th) parking meter revenues, less credit card processing
fees, and if parking meter revenue exceeds three million four hundred thousand dollars
($3,400,000) the amount of revenue in excess shall be used to pay Central a. bonus
("Central's Bonus") equal to eleven and half percent (11.5%) of all parking meter
revenues per year in excess of the three million four hundred thousand dollars
($3,400,000), On May 1, 2013, Central's bonus shall increase by five (5) percentage
points to sixteen and half percent (16,5%) of all parking meter revenues per year in
excess of three million four hundred thousand dollars ($3,400,000). On May 1, 2015,
Central's bonus shall increase by an additional five (5) percentage points to twenty-one
and half percent (21.5%) of all parking meter revenues per year in excess of three
million foul" hundred thousand dollars ($3,400,000). The three million four hundred
thousand dollars ($3,400,000) revenue amount will be pro -rated for any partial fiscal
year. City shall pay Central's Bonus on or before September 30th of the applicable year..
(d) All income from citations shall be the sole properly of the City and not count towards
the dollar amounts referenced in sections (a), (b), or (c) above,
(e) City, reserves the right to adjust parking meter and/or Parking Lots rates in its sole
and absolute discretion. Central shall utilize the most current parking meter and
Parking Lots rates as maybe adopted by the City..
(f) Credit card processing fees under this Restated Agreement shall be charged against
parking meter revenue at Central's direct cost. rate without any additional mark up to
City or the parking meter user,
2. Collection of Monies and Accounting.
2.1 Central shall be responsible for the following:
(a) Collecting and accounting for all revenues from the parking meters and Pay
Stations. All monies collected from parking meters and Pay Stations will be deposited
daily (or as. otherwise directed by City), in accordance with approved guidelines
established by the City, into a restricted account(s) authorized by the City. The
restricted account(s) shall allow Central to make deposits, but only the City may
withdrawal funds from the restricted account(s). Deposits shall be made to specific
revenue accounts as established by the City in order to properly reflect all collections
areas, particularly tidelands. Central shall be given full access to view the activity in
such bank accounts. The process for Parking Lots credit card and debit card
Central Parking System, Inc. ..—� Fuge 15
8-75
transaction deposits shall remain the same as the on -street meter credit card and debit
card transaction deposit process. Central shall utilize its own merchant services (with
funds clearing into a bank account owned and maintained by Central) and shall wire
cleared funds into City's restricted account(s) on a daily basis,
(b) Ensuring proper accountability and internal control of monies collected by Central.
(c) Providing any periodic or special financial and operational reports as requested by
the City,
(d) Providing capability to use debit cards, keys or similar devices at selected parking
meters or Pay Stations.
(e) Should any monies collected by Central be lost, stolen, unaccounted for or otherwise
removed without the authorization of the City from the custody and control of Central
prior to their deposit in the City's approved bank account(s), Central shall deposit in said
amount a like sum of money within ninety-six (96) hours of such loss, theft or removal.
Should said loss, theft or removal be insured or otherwise secured by Central, any
payments made to the City on account thereof shall, if appropriate, be reimbursed to
Central. Central will be liable for all loss/mismanagement of funds.
(f) Segregating all parking meter and Parking Lots revenue attributable to parking
meters and Pay Stations within designated parking areas as determined by the City.
(g) Accumulating data on the number of automobiles and visitors that enter the Corona
del Mar State Beach on a monthly and annual basis, consistent with the Operating
Agreement Corona del Mar State Beach by and between the State of California and the
City, dated August 1, 1999.
Central Parking System, Inc. Page 16
: W,
AMENDMENT NO. TWO TO THE
�i AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
WITH CENTRAL. PARKING SYSTEM, INC. FOR
LARKING METER SERVICES
THIS AMENDMENT NO. TWO TO AMENDED AND RESTATED
PROFESSIONAL SERVICES AGREEMENT FOR PARKING METER SERVICES
("Amendment No. Two") is made and entered into as of this 13th day of August, 2013
("Effective Date") by and between the CITY OF NEWPORT BEACH, a California
Municipal Corporation and charter city ("City"), and CENTRAL PARKING SYSTEM,
INC., a Tennessee corporation ("Central"), whose address is 2401 215 Avenue South,
Nashville, TN 37212 and is made with reference to the following.
RECITALS
A. On May 22, 2012, City and Central entered into an Amended and Restated
Professional Services Agreement ("Restated Agreement") for parking meter
services ("Project").
B. On April 23, 2023, City and Central entered into an Amendment No. One to the
Amended and Restated Professional Services Agreement ("Amendment No.
One") to increase the Scope of Services.
C. City desires to enter into this Amendment No. Two to modify the Scope of
Services and Schedule of Billing Rates,
D. City and Central Mutually desire to amend the Restated Agreement, as provided
below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
SERVICES TO BE PERFORMED
Exhibit A, Section 2.2(k) is amended in its entirety and replaced with the
fallowing: "(k) If the Pay Stations in the Parking Lots are not installed and operable by
May 13, 2013, unless another date is indicated in writing to Central by City, Central shall
provide the staff and supplies required to manage the Parking Lets accordingly, i.e. --
taking payments at the booth, until the Pay Stations are installed and operable. Central
shall provide employee timecards, schedules and parking sign in/sign out logs, by lot,
as requested by City,"
2. COMPENSATION TO CONSULTANT
Exhibit "B" to the Restated Agreement shall be amended in its entirety and
replaced with the Schedule oi= Billing Rates attached hereto as Exhibit "B", and
incorporated herein by reference.
8-77
31 INTEGRATED CONTRACT
Except as expressly modified herein, all rather provisions, terms, and covenants
set forth in the Restated Agreement shall remain unchanged and shall be In fuii farce
and effect.
Its WITNESS WHER150F, the parties have caused this Amendment No, Two tc
be executed on the date written below.
APPROVED AS TO FORM:
erry ATTORNEY'$ OFFICE
Cate., , �%f �
r
Aaron C. arp
City Attorney
ATTE T; A k
Date,
»y:_ e .1 IINW _Ad .
1/
CeiiarrI I. Brown
City Clerk �.
CITY OF NEWPORT BEACH,
A California municipal corporation
By.
Keith D. Curry
Mayor
CENTRAL: CENTRAL PARKING
SYSTEM, INC,, a Tenn corporation
Date:
Edward E. Simrr)iads
Executive Vice President
By,_—_
David d M �ici
Senior Vice
[END OF SIGNATURES)
Attachmgnts. Exhibit B — Schedule of Bibi€ g Rates
Central Parking System, Ino. Raga 2
8-78
EXHIBIT "W
SCHIEDUL OF BILLING RATES.
1. Revenue Distribution.
(a) Parking Motors. City shall pay Central seven hundred thousand dollars
($730,000) annually to provide the. Services contemplated in this Restated Agreerrlent
for the Original Spaces. This annual payment shall be divided Into twelve (12) equal
monthly Installments of fifty-eight thousand three hundred and thirty-three dollars and
thirty-three cents ($58,333.33) that shall be transmitted to Central by the fifteenth
day of each calendar month. All payments to Central under this Section shall be
accomplished by the use of electronic fund transfer.
Parking Lots. By the 15th of each month, City shall reconcile the previous month's
Parking Lots revenues. In consideration of the Services provided for the Parking Lots,
City shall pay to Central Fifteen Percent (15%) of Parking Lots revenues, net of credit
card transaction fees, by the 30th of each month for the revenues collected in the
previous month. Such Fifteen Percent (16%) payment shall only take effect when the
Pay Stations are Installed and operating.
If the Pay Stations in the Parking Dots are riot Installed and operating and Central is
required to utillze additional personnel pursuant to Exhibit "A" Section 2.2(k), City shall
also pay to Central.,
Ambassador Level Employee T $19/hour
Supervisory Customer Service Level Employee - $24.321hour
Shift Manager/ Assistant Manager Level Ernployeo - $30.40/hour
City Shall NOT pay Central the fifteen percent (15%) referenced above during this
interim operating period.
Notwithstanding the foregoing, the total amount paid to Centra] for adding such
personnel (i.e., pursuant to Exhibit "A" Section 2.2(k), and not including additional
personnel requested pursuant to Exhibit "A", Section 2.1(b)) shall not exceed
$22,366.23 for May 2013, $38,864.04 for June 2013, $46,838.04. for July 20'13, $46,441
for August 2013, $34,067 for September 2013, $27,147 for October 2013, $26,098 for
NovembDr 2013, $36,798 for December 2013, $26,506 fear Januoiy 2014 and $26,874
for February 2014,
Additional Enforcement;. For additional enforcement, if requested pursuant to Exhibit
"A" Section 2.1(b), Central shall incroase use of its own enforcement personnel where
possible. If, in Central and City's op)nican, Increased services are required and agreed
to by City in writing, City shall pay to Central the same hourly rates for the Ambassador
Levet Employee, Supervisory Customer Servico I-evel Pmployeo and Shift
ManagerlAsslstant Manager Level Employee as noted above. Additional expens€: items
related to they City's request far additional enforcement services shall be subject to the
sairle approval and procurement process as described in Exhibit "A° Sac Ion 2.7,2.
Central Parking System, Inc, Page 13-1
•
Beginning May 1, 2014, such hourly rags for Central's employees noted above shall
Increase annually by the prier I year increase in ON (Los Angeles -Riverside -Grange
County All Urban Consumers) pleas one prctent (1%) or by three percent (3%),
whichever Is lass.
(b) City shall receive and keep all parking meter and. barking Lots revenue which
shall be deposited dally (or other deposit schedule directed by City) by Central with the
City pursuant to Section 2.1(a) of Exhibit "B" below.
(c) For parking motor revonues only, by August 31'r following each fiscal year, or
partial fiisoal year, of the term hereof, provided Central has submitted the bank
reconciliation and merchant credit card statements before July 31st of that same year,
City shall reconcile the previous fiscal year's (duly 16r through June &) parking meter
revenues, less credit nerd processing fees, and If parking meter revenue exceeds three
million four hundred thousand dollars ($3,4D0,000) the amount of revenue In excess
shall be used to pay Central a bonus ("Central's Bonus") equal to eleven and half
percent (11.5%) of a -ll parking meter revenues per year in excess of the three million
four hundred thousand dollars ($3,4QQ,000). On May 1, 2013, Central's bonus shall
increase by five (5) percentage points to sixteen and half percent (16.5%) of all parking
meter revenues per year in excess of three million four hundred thousand dollars
($3,400,000). On May 1, 2015, Central's bonus shall Increase by aro additional five (5)
percentage points to twenty-one and half percent (21 Z%) of all parking motor revenues
per year in excess of three million four hundred thousand dollars ($3,400,000), The
three nfllJon four hundred thousand dollars ($3,400,000) revenue amount will be pro,
rated for any partial fiscal year, City shall pay Central's Bonus on or before September
30th of the appIlcable gear.
(d) Ail income from citations shall be the sole property of the City and not count
towards the dollar amounts referenced in sections (a), (b), or (c) above,
(e) Clty reserves the right to adjust parking iter and/or barking tots rates in its
sole and absolute discretion, Central shall utifte the most currant parking meter arra
Parking Lots rates as may be adopted by the City.
(f) Credit card processing foes under this Restated Agreement shall be charged
against parking rraeter revenue at Oentral's direct dost rate without any additional mark
up to City or the parking rooter user.
2. Colle door of Monies and Accounting,
2.1 Central shell be responsible for the following,,
(a) Collecting and a000unting for all ravenuos frorn the parking meters and bay
Stations. All Prot -rigs collected from parking ureters and Pay Statiotis will be deposited
daily (car as atherwise directed by City), In ascordonca with approved guidelines
established. by the City, into a restricted account(s) authors ed by the City, The
restricted accounts) small allow Central to make deposits, but only the City may
withdrawal funds from the restricted acca>urnt(s), Deposits shall be gado to specifio
re.vanue acrcaunts as estahr]Shed by the City In order to properly reflect all oolloctions
Central Parking System, Inc, Mage B-2
::i
areas, particularly tidelands. Central shall be given full access to view the activity in
such bank accounts. The process for Parking Lots credlt card and debit card
transaotion deposits shall rernain the same as the on -street meter credit card and debit
card transaction deposit pr'ooess, Central shall utilize its own merchant services (with
funds clearing Into a bank acccunt awned and maintained by Central) and shall wire
cleared funds into City's restricted account(s) on a dally basis.
(b) 5nsuring proper accountability and Internal control of monies collected by
Central.
(c) Providing any periodic or special financial and operational reports as requested
by the City.
(d) Providing capability to use debit cards, keys or similar devices at selected
parking meters or Pay Statiorts
(e) Should any monies collected by Central be ira,st, stolen, unaccounted for or
otherwise removed without the aMhcrization of the City from the custody and control of
Central prior to their deposit In the City's approved bank accourt(s), Central shall
deposit in said amount a like sum of money within ninety-six (96) hours of suoh loan,
t.helt or removal. Should sold loss, theft or removal be Insured or otherwise secured by
Central, any payments matte to the City on account thereof shall, if appropriate, be
reimbursed to Central. Central will be liable for all lossfrnisrnanagement of funds,
(f) $egrogating all parking meter and ParXirio sots revenue .attributable to parking
meters and Pay Stations within designated parking areas as determined by the City,
(g) Accumulating data on the numter of autornobilevj end visitors that eater the
Corona del Mar Mate booth on a monthly and annual basis, consistent with the
Operating Agreement for the Corona del Mar State Be4ic:h by and between the State of
California and the City, dated AUgtIst 1, 1999.
Cer'itral Parking System, Inc. Pogo S-3
8-81
AMENDMENT NO. THREE TO THE
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
WITH CENTRAL PARKING SYSTEM, INC. FOR
PARKING METER SERVICES
THIS AMENDMENT NO. THREE TO AMENDED AND RESTATED
PROFESSIONAL SERVICES AGREEMENT FOR PARKING METER SERVICES
("Amendment No. Three") is made and entered into as of this 9th day of April, 2014
("Effective Date") by and between the CITY OF NEWPORT BEACH, a California
Municipal Corporation and charter city ("City'), and CENTRAL PARKING SYSTEM,
INC., a Tennessee corporation ("Central"), whose address is 2401 215 Avenue South,
Nashville, TN 37212 and is made with reference to the following:
RECITALS
A. On May 22, 2012, City and Central entered into an Amended and Restated
Professional Services Agreement ("Restated Agreement") for parking meter
services ("Project").
B. On April 23, 2013, City and Central entered into an Amendment No. One to the
Restated Agreement ("Amendment No. One") to increase the Scope of Services.
C. On August 13, 2013, City and Central entered into an Amendment No. Two to
the Restated Agreement ("Amendment No. Two") to modify the Scope of
Services and Schedule of Billing Rates.
D. City desires to enter into this Amendment No. Three to increase the Scope of
Services and modify the Schedule of Billing Rates accordingly.
E. City and Central mutually desire to amend the Restated Agreement, as provided
below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. COMPENSATION TO CONSULTANT
Section 1(a), paragraph 5, to Exhibit "B" of the Restated Agreement shall be
amended to include the following monthly not to exceed amounts for the months of
March 2014 thru February 2015 (pursuant to Exhibit "A", Section 2.2(k), and not
including additional personnel requested pursuant to Exhibit "A", Section 2.1(b)):
127,000 for March 2014, $29,000 for April 2014, $32,000 for May 2014, $36,000
for June 2014, $46,000 for July 2014, $46,000 for August 2014, $33,000 for September
2014, $32,000 for October 2014, $26,000 for November 2014, $28,000 for December
2014, $26,000 for January 2015 and $26,000 for February 2015.°
The following paragraph shall be added to Section 1(a) of Exhibit "B" as paragraph 6:
Central Parking System, Inc. Page 1
8-82
"Provided that the Services described in Section 2.2(k) of Exhibit "A" are required
beyond February 2015, beginning March 1, 2015, such monthly not -to -exceed rates for
Central's employees noted above shall increase by the prior one year increase in CPl
(Los Angeles -Riverside -Orange County All Urban Consumers) or by three percent (3%),
whichever is less."
Section 1(a) paragraph 8 of Exhibit "B" shall be amended to read:
"Beginning May 1, 2014, such hourly rates for Central's employees noted above
shall increase annually by the prior one year increase in CPI (Los Angeles -Riverside -
Orange County All Urban Consumers) or by three percent (3%), whichever is less."
Section 1(c) to Exhibit "B" of the Restated Agreement shall be amended to
include the following sentence:
"Should the City elect to remove the Palm Street Lot from the Scope of Services,
Central shall receive a bonus for all net revenues over three million two hundred twelve
thousand dollars ($3,212,040)."
2. SERVICES TO BE PERFORMED
Section 2 of the Restated Agreement shall be amended in its entirety to read:
"Central shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit "A" and incorporated herein by reference ("Work" or
"Services"). The City may elect to delete certain tasks of the Scope of Services in its
sole discretion upon seven (7) days written notice to Central by the City's Project
Administrator."
Section 2.7(e) shall be added to Exhibit "A" of the Restated Agreement to read:
"(e) Removing, transporting and reinstalling previously installed Pay Stations
upon the City's request at no additional cost to the City."
Section 2.7(k) of Exhibit "A" to the Restated Agreement shall be amended in its
entirety to read:
"(k) If the Pay Stations in the Parking Lots are not installed and operable by May
13, 2013, unless another date is indicated in writing to Central by City, Central shall
provide the staff required to manage the Parking Lots accordingly, i.e. — taking
payments at the booth, until the Pay Stations are installed and operable. Central shall
provide personnel at the Corona del Mar booth every weekend from 6:00 a.m. to 7:00
p.m., every weekday projected to be seventy degrees (70°) or higher from 6:00 a.m. to
7:00 p.m. and as otherwise directed by the City."
Central Parking System, Inc. Page 2
3. NOTICES
Section 25 of the Restated Agreement shall be updated to reflect the address for
the City of Newport Beach as: "100 Civic Center Drive, P.O. Box 1768, Newport Beach,
CA 92658."
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Restated Agreement shall remain unchanged and shall be in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to
be executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE A California municipal corporation
Date, 3 lei%g Date: 4. to, 04
0
By: a By:
Aaron Warp Rush N. Hill, 11
City Attorney Mayor
ATTEST: CENTRAL: CENTRAL PARKING
Date: / • 10+ SYSTEM, INC., a Tenney e corporation
Date:
r
By: f By:
Lellani I. Brown Edward E. Si mo
City Clerk Executive Vice esident
Date:
By:
D id nki
nor Vice President
[END OF SIGNATURES]
Central Parking System, Inc. Page 3
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AMENDMENT NO. FOUR TO THE
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
WITH CENTRAL PARKING SYSTEM, INC. FOR
PARKING METER SERVICES
THIS AMENDMENT NO. FOUR TO AMENDED AND RESTATED
PROFESSIONAL SERVICES AGREEMENT FOR PARKING METER SERVICES
("Amendment No. Four") is made and entered into as of this 23rd day of March, 2018
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and CENTRAL PARKING SYSTEM, INC.,
a Tennessee corporation ("Central"), whose address is 200 E. Randolph Street, Suite
7700, Chicago, IL 60601, and is made with reference to the following:
RECITALS
A. On May 22, 2012, City and Consultant entered into an Amended and Restated
Professional Services Agreement ("Restated Agreement") for parking meter
services ("Project").
B. On April 23, 2013, City and Central entered into Amendment No. One to the
Restated Agreement ("Amendment No. One") to increase the Scope of Services.
C. On August 13, 2013, City and Central entered into an Amendment No. Two to the
Restated Agreement ("Amendment No. Two") to modify the Scope of Services and
Schedule of Billing Rates.
D. On April 9, 2014, City and Central entered into Amendment No. Three to the
Restated Agreement ("Amendment No. Three") to increase the Scope of Services
and modify the Schedule of Billing Rates.
E. The parties desire to enter into this Amendment No. Four to extend the term of the
Agreement to May 1, 2018,
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERM & RECITALS
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Restated Agreement shall be effective as of November 1,
2011, and shall terminate on May 1, 2018, unless terminated earlier as set forth herein.
City and Central acknowledge the Recitals provided above are true and correct and are
hereby incorporated into the operative part of this Restated Agreement."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Central Parking System, Inc. Page 1
8-85
IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Da
la
ATTEST:
Date: L? OZ
.,� � g
Leilani I: Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: s1 n i, \%
By:
Davi iff
City Manager
CENTRAL: Central Parking System, Inc.,
a Tennessee corporation
Date:
Signed in Counterpart
By.
Jason Johnston
Senior Vice President
Date:
Signed in Counterpart
Bv:
Tim Downey
Vice President, Operations
[END OF SIGNATURES]
Central Parking System, Inc, -- - Page 2
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