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HomeMy WebLinkAbout14 - Parking Meters & Meter EnforcementAgenda Item No. 14 March 22, 2011 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Administrative Services Department Tracy McCraner, Administrative Services Director/Treasurer 949-644-3123, tmccraner @newportbeachca.gov PREPARED BY: Evelyn Tseng APPROVED: TITLE: Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement ABSTRACT: The City of Newport Beach currently operates, maintains and provides enforcement for approximately 2,600 on- street and off- street parking meter spaces throughout the City. This has an operational cost of $500,000 /year and generates parking meter revenue of $3.5 million /year, for net revenue of about $3M annually. This program is ideal for contracting out because the industry is very specialized and is able to create greater efficiencies than an in -house operation. Additionally, the City is interested in maximizing parking meter revenue, improving operational and enforcement efficiencies and modernizing parking meter equipment, without sacrificing our expected high level of quality services to the public. RECOMMENDATION: 1. Staff recommends that City Council authorize the Mayor and City Clerk to execute a 7 -year contract with Central Parking System, Inc. to replace old meter infrastructure and manage and maintain all parking meter operations and enforcement. 2. Direct the City Manager to amend position control by 6.72 FTEs. FUNDING REQUIREMENTS: The current annual cost of maintaining parking meter operations and enforcement is approximately $500,000; this includes salaries and benefits, maintenance and capital replacement on an annual basis. The City will .receive approximately $3.5 million in parking meter revenues this year, generating approximately $3.0 million per year in net parking meter revenues. Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Page 2 These net revenues could be significantly improved with updated equipment, additional enforcement and collection personnel who are trained specifically in parking meter collection and enforcement, improved reporting and better data analysis. Central Parking estimates that the potential for revenue growth over the next seven years under this contract could be more than $4 million dollars, or approximately $600,000 /year. Additional personnel on the street will also improve customer service and outreach and will improve the timeliness of equipment maintenance and revenue collection. The agreement also provides that 100% of parking meter citation revenue will remain with the City. This will ensure that enforcement actions are not tied to revenue distributions to the consultant, and should provide comfort to our community that ticketing is not profit- oriented. We receive approximately $1 million in parking citation revenue per year; we expect an increase due to operational and enforcement efficiencies gained, but an estimate was not possible this early in the process. DISCUSSION: The City Council and the City Manager have asked departments to identify programs in which outsourcing of city services result in less cost to the public or the City's general fund, increased level of services and performance of maintenance, and preservation of customer service standards that the community deserves and expects. Several parking management firms contacted the City to discuss new parking models already implemented in cities and government agencies across the United States. After meeting with the representatives, parking meter management and enforcement appeared an ideal candidate for outsourcing and would offer a revenue enhancement in addition to all the goals discussed earlier. A Request for Qualifications (RFQ) was issued in September 2010 by the Administrative Services Department. The RFQ addressed the City's desire to work with an experienced parking consultant who had a proven record of operating, maintaining and enforcing parking meter activities in comparable cities. The RFQ sought firms that had a record of accomplishment in reducing parking meter revenue losses, utilizing modern parking meter equipment, providing excellent customer service and community outreach programs, and exhibited a willingness to rehire City parking meter staff. The RFQ required that consultants provide a list of comparable projects; references; maintenance and operation experience for on- street and off - street meters; customer service experience and experience with government entities; expertise in relevant parking engineering standards; demonstrated ability to undertake capital improvements to the parking meters; and financial capability to maintain the parking meters. Seven companies responded by the October 26, 2010 deadline — all well respected and experienced in municipal parking meter operations. City staff and a financial consultant rated the proposals on a matrix based the following evaluation criteria: experience in Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Page 3 similar projects; willingness to hire current City personnel; service deployment timeline; customer service and community outreach programs and experience; and proposed revenue enhancements /infrastructure replacement. Based on the criteria listed above three companies were unanimously selected for interviews and reference checks: Duncan Solutions, SP Plus (Standard) and Central Parking System, Inc. All three reputable companies offered revenue enhancements, improved infrastructure replacement, high - quality customer service and employment opportunities for City parking meter staff. Staff from Administrative Services, City Manager's office, Police Department and the Office of the City Attorney interviewed all three companies. Notably, Central was the only vendor who came to the City of Newport Beach three weeks before the interview to walk all parking meter zones and lots. They followed collections staff to identify weaknesses and strengths of our collections process, they talked to businesses and visitors, they assessed parking meter equipment/pay stations and vehicles, and they compiled a detailed review and assessment of potential improvements and efficiencies to be gained in our program. Staff conducted extensive reference checks for all three companies in the following weeks. While all three companies received good references from various municipalities and universities as listed in their respective proposals, Central received the highest reviews in the areas of customer service /community outreach and revenue enhancements. Finally, staff asked the consultants for a proposal addendum which would detail their final revenue, operating costs /profit and infrastructure replacement proposals. Central again rated highest in revenue enhancement opportunities, lower operating costs and an advantageous revenue share option for all revenues received above a minimum guarantee for both the City and Central. Staff selected Central Parking for its excellent references, revenue proposal and its proactive suggestions during the interview, and confirmed the selection with City Manager's office. Central Parking Agreement Negotiations with Central began on March 8. City staff had spoken to several cities with outsourced parking programs, and wanted to benefit from their experience by finalizing an agreement that would increase revenues, enhance customer service, provide community outreach, replace the current infrastructure with better technology (credit card meters, particularly), lower overhead costs, increase collections efficiencies, incentivize Central, and take advantage of Central's in -depth knowledge of parking meter management and technology in other cities.. Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Page 4 Terms of the Agreement: 30 -day implementation period This allows Central to be fully operational before Memorial Day Increased Revenue and Budgetary Savings to City The City currently receives approximately $3,000,000 in net parking meter revenue /year. The Central agreement "guarantees" $3,010,351 each year for the City, and also provides a revenue share structure (described below) that could increase revenues approximately $600,000 annually, estimated to exceed $4 million by the end of the 7 year contract. The General Fund will recognize a budgetary savings of $500,000 /year by outsourcing parking meter and enforcement personnel. Payment to Central Central is guaranteed an annual payment of $381,762/year for parking meter infrastructure /equipment replacement. All parking meter infrastructure and equipment belongs to the City, and this payment is the amortized amount City agrees to pay if Central replaces a minimum of 1,600 meters, within 6 months, and all meters will accept credit card /pay by cell and cash payments. If adequate revenues exist to pay the City guarantee of $3 million, then, and only then will Central receive an annual amount of $804,855 as payment for their operating and management expenses. Revenue Share between City and Central All parking meter revenues received above the City minimum of $3 million and Central's agreed upon $1.1 million will be split between the City (receiving 88.5 %) and Central (receiving 11.5 %). In an effort to encourage continued performance improvements throughout the contract and to offset expected increases to Central's operating costs, the City has offered an incentive to Central in years 3 and 5 of the contract. At the commencement of years 3 and 5, City will add 5 % to Central's revenue share, i.e. — Central will receive 16.5% of parking meter revenues beyond $4.1 minimum in 2013, and 21.5% in 2015. Central will provide all parking meter enforcement, but City will keep 100% of citation revenues. This ensures citations are not issued which would equate to a revenue source for the consultant. Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Page 5 Infrastructure Improvements Central will also install approximately $2.5 million in parking meter and related equipment upgrades to accept credit cards, pay -by -cell and cash. The credit card and pay -by -cell options should increase revenues and make payments easier and more convenient for all customers. All equipment is the property of the City and will be paid per an amortization schedule throughout the 7 year contract. Customer Service It was important that Central maintain a strong customer service program. In fact, one of the many reasons Central was selected was because of Santa Monica and Anaheim's strong recommendation of their customer service and community outreach programs. The agreement provides for customer service standards, City- approved uniforms, properly trained personnel, 24 -hour response to customer complaints, public outreach, enforcement personnel to have material regarding City services and attractions, and working with Newport Beach PD to provide City approved background checks on its enforcement personnel. Central will also attend Chamber of Commerce, BID and HOA meetings as already suggested by the City. Hiring of City Employees Central would also give current City parking meter employees the first opportunity to interview and work at Central in Newport Beach, second they will approach Newport Beach Residents and finally they have many employees who live in Orange County who would be able to start immediately. Collections and Bank Deposits Collections would be performed by a two- person team and directly deposited with a bank of the City's choice, which creates improved controls over cash handling and eliminates the need for a large coin vault/safe at the current (and the new) City Hall. Central can only deposit to the account and City will have control of the assets. Future Services The agreement also opens the door to future additional services such as the maintenance of off - street parking lots, the enforcement and management of City's parking citation program (fire hydrants, street sweeping, etc.), enforcing parking regulations and traffic control at special events (at a significantly reduced rate), and providing up -to -date technologies such as license plate recognition. The parking meter transition numbers are outlined in Exhibit 'B," and the payment terms are detailed in Exhibit "C" of the agreement. Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Page 6 IMPACTS ON CITY PERSONNEL AND POSITIONS: If this contract is approved, it will result in the following changes to Position Control and a layoff of 2.72 FTE personnel: Deletion of three (3) Full -Time Equivalent (FTE) Parking Control Officer vacancies from the Police Department (these have been held vacant in anticipation of contracting out this service); 2. Deletion of 3.72 FTE positions in Administrative Services: a. Parking Meter Supervisor (1 FTE - filled now) b. Parking Meter Serviceworkers (2 FTEs — filled now) c. Parking Meter Serviceworkers — Part-Time (0.72 FTEs —filled now) One of the parking meter serviceworkers will retire in April. Central has indicated a willingness to consider hiring parking personnel as Central staff members. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this project exempt from the California Environmental Quality Act ( "CEQA ") pursuant to Section 15302 (Replacement or Reconstruction) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because the replacement of existing parking meters with new parking meters has no potential to have a significant effect on the environment. 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). Submitted by: Jvaolt , 2 jLt Tracy McCt ner Administrative Services Director/Treasurer Attachments: A. Proposed Agreement with Central Parking B. Parking Meter transition numbers C. Proposed Payment terms 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 day of , 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. B. City operates 2,675 metered parking spaces within the City, 1,644 meters are on- street and 1,031 meters are off - street. C. City desires to engage Central 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 its parking meters and support equipment, and provide parking meter enforcement services ( "Project'). D. Central possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. 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 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 6) 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 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. 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 Central only for those costs or expenses specifically approved in this 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 Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit 'B." Central Parking System, Inc. Page 2 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 has 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 shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement, including amendments to this Agreement. 7. CITY'S RESPONSIBILITIES 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 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. 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 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 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 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 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 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, 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 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. 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 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 performing the Work, provided that Central is in compliance with the terms 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 System, Inc. Page 4 11. COOPERATION 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. 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 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 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 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. 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 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 General Liability 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 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. 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 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 Agreement, in the minimum amount of five million dollars ($5,000,000) limit per claim. 14.4 Other Insurance Provisions or Requirements. Central Parking System, Inc. Page 6 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 Provisions. Central acknowledges and agrees that any actual or alleged failure on 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 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. 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 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 AGAINST ASSIGNMENTS AND TRANSFERS 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 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 Central Parking System, Inc. Page 7 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 Agreement is the professional reputation, experience and competence of Central. Assignments of any or all rights, duties or obligations 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 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 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 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 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. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes 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 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 Agreement. Central Parking System, Inc, Page 8 20. RECORDS 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 costs incurred under this Agreement, and any Services, 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 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 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. 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 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 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 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably 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 a material breach and is grounds for immediate termination of this Central Parking System, Inc. Page 9 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 third 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 Administrative Services Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3153 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 Street, Suite 225 Costa Mesa, CA 92626 Phone: (714) 751 -2855 Fax: (714) 751 -3650 With a copy to: James Marcum, President & CEO Central Parking System, Inc. 2401 21St Avenue South Nashville, TN 37212 26. CLAIMS 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.). 27. TERMINATION In the event that either party fails or refuses to perform any of the provisions 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 if more than two (2) calendar days are reasonably required to cure Central Parking System, Inc. Page 10 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 written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole 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 the City's obligation to make the full seven (7) year payment of the Equipment Payment (as defined in Section 1(b) of Exhibit "B ") 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)(ii) of Exhibit "B ") incurred up to the effective date of termination for which Central is owed under this Agreement. On the 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 termination 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 described 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; (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 Central Parking System, Inc. Page 11 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 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 shall 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. 33. 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 Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 35. CONTROLLING LAW AND VENUE The laws 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 jurisdiction in the County of Orange. Central Parking System, Inc: Page 12 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 attorneys' fees. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY in Assistant City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Michael F. Henn Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: By: By: Leilani I. Brown James H. Bond City Clerk Executive Vice President Date: By: Henry J. Abbott Secretary Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Customer Service Standards Central Parking System, Inc. Page 13 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. 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 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 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 (1,600) single and /or multi -space on- street and off - street parking meters within six (6) months of the date this Agreement is executed. 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 (i.e., 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 within six (6) months of the date this Agreement is executed. Central Parking 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 sole discretion, and, in the event of a City- determined reduction in rates or the number of parking meters, the parties may implement a mutually agreed upon pro -rata reduction 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. 0) 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. I (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 Court. (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: Central Parking System, Inc. Page 15 (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 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. Central Parking System, Inc. Page 16 (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 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 Agreement. (e) Hiring, 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 2.10). (g) 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. (h) 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 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. (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 Agreement and incorporated by reference. Central will provide a high level of customer service by employing friendly, helpful, customer - oriented personnel. Central Parking System, Inc. Page 17 (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 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 2.6 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 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 all parking meters and related . equipment in fee without further payment owed to Central. (b) Maintaining installed 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. 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. (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 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. 2.7 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 Central Parking System, Inc. -Page 18 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 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 and 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 Agreement. Central Parking System, Inc. Page 19 EXHIBIT "B" SCHEDULE OF BILLING RATES 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 based 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 A, or (ii) 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, City shall pay Central eight hundred and four thousand eight hundred fifty -five dollars ($804,855) per year for profit and operating expenses ( "Base Remittance "). City shall pay Central three hundred and eighty -one thousand seven hundred and sixty - two dollars ($381,762) per year as reimbursement for the amortized portion of the new parking meters and supporting equipment installed /used within the Original Spaces which payment will be denoted, "Equipment Payment ". The Base Remittance and Equipment Payment may sometimes be referred to herein as "Central Overhead Amounts ". Provided adequate parking meter revenue exists, the Central Overhead Amounts the will be remitted in twenty -four (24) semi - monthly payments on the fifteenth (15th) and thirtieth (30th) day of each month of the term hereof, with the first such payment to be 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) By June 30 following each year, or partial year, of the term hereof, City shall reconcile the previous year's (May 1 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: L Central the difference, if any, between: (i) the Central Overhead Amounts due Central for such year and (ii) the amounts already paid during the term up to the total Central Overhead Amount due for the term to date; and any surplus above that payment shall be used to Central Parking System, Inc. Page 20 ii. pay Central a bonus ( "Central Bonus ") equal to eleven and half percent (11.5 %) 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 April 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 the City's Guaranteed Income, the Base Remittance, and the Equipment Payment, as adjusted. On April 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. (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) Central shall utilize the most current parking meter rates as may be adopted by the City. (f) 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 Income. Beginning December 1, 2011, City shall reconcile the parking meter funds monthly to ensure City is on track to receive City's Guaranteed Income. 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 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 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. Central Parking System, Inc. Page 21 (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 loss /mismanagement of 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 22 EXHIBIT "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 be delivered with patience, understanding, goodwill, and without regard to our own convenience. 1. Point of Contact - Face to Face 4 Introduce yourself, giving your name and your department. 4 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. 4 Take ownership of the customers 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. 4 Listen first for content, defer personal judgment, and concentrate on the main issue. 2. Point of Contact - Individual Telephone Line Answering the Telephone Properly 4 85% of all calls should be answered within 3 rings if you are available. 4 Ensure Central's employees have adequate content knowledge of parking regulations and the City. 4 Answer the telephone professionally and politely in a consistent manner. 4 Present a positive tone. s Greeting should clearly identify your name. 4 Listen first for content, defer personal judgment, and concentrate on the main issue. Take 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. 4 If you want to talk to a customer on the speakerphone, ask if they mind first. Connecting a Caller 4 Always ask if the caller would like to be connected. 4 Give the caller the telephone number prior to the connection. 4 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). 4 Verify the person you are connecting to is on the line before you hang up. Central Parking System, Inc. Page 23 s Introduce the caller and explain the issue to the receiving party. Voice Mail s All voice mail messages need to clearly state that the customer has reached Central and your name. s Provide an option to reach a "live body ". S If no live body option is available, leave an alternate name and telephone number for the customer to reach. 4 Return all telephone calls within one business day. w 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. s 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. 4 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 s Ask callers if they have received the information they requested and if they understand it. s Ask if there is anything else you can do for them. # Thank them for calling. 4 Allow callers to hang up first. s Always put the receiver down gently. 3. Customer Service Training: Complaint Management s Keep a cool head 4 Smile /be polite s Listen without interrupting s Ask questions /document s Call them by name /don't be too familiar /remain professional # Offer your assistance s Don't say no immediately s Know your limits /don't act defensively Demonstrate you understand the customer's point of view s 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 24 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 25 Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Exhibit "B" Parking Lots . - Pay Station Lots 4 - 229 spaces 0 0 4 - 229 space - IndividualMeteredLots _ 9- 449spaces 0 0 9 -449 space - Staffed Lots -_Pay as you Enter 1 - CDM 0 1-CD 0 - PayasyouLeave 1- Balboa 0 1- Balboa 0 Parking Meters 1000/26001 Coin- Operated 2600 0 0 includes pay -k hone 1325/26001 Individual Credit Card meters 0 0 0 includes pay-1: hone - Consolidated PayStationS2 6 0 0 11/26001 'Estimates based on early analysis by Central. 'Can pay by currency, credit cards, cell phone. Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Exhibit "C" Guaranteed Total Amount Amount Estimated Central ng (Per Exhibit n, Inc.: city 41i pay Central the tization of Infrastructure/Supporting Equipment afi lons-and- Management Fee Minimum Guarantee Payment to Central Before "Excess Revenue" bution to City and Central s (revenue share 11.5%) of all revenue in excess of $4,196,968. 1.000 estimated for vear 1) * Total EsUrnated Economic Benefit to Central Parking System, Ii --- ---- ------ -------- ------ - - -- Bonus to be paid only after City and Central minimums have been $ 381,762 $ 3,8920 13 61 1,6131 804,855 1,186,617 80,500 1,267,117 "RECEIV D AFTER AGENDA PRINTED" a-ZZ EXHIBIT "B" SCHEDULE OF BILLING RATES 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 based 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 "A," or (ii) 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, City shall pay Central eight hundred and four thousand eight hundred fifty -five dollars ($804,855) per year for profit and operating expenses ( "Base Remittance "). City shall pay Central three hundred and eighty -one thousand seven hundred and sixty - two dollars ($381,762) per year as reimbursement for the amortized portion of the new parking meters and supporting equipment installed /used within the Original Spaces which payment will be denoted, "Equipment Payment". The Base Remittance and Equipment Payment may sometimes be referred to herein as "Central Overhead Amounts ". Provided adequate parking meter revenue exists, the Central Overhead Amounts will be remitted in twenty -four (24) semi - monthly payments on the fifteenth (15th) and thirtieth (30th) day of each month of the term hereof, with the first such payment to be 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) By June 30 following each year, or partial year, of the term hereof, City shall reconcile the previous year's (May 1 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: i. Central the difference, if any, between: (i) the Central Overhead Amounts due Central for such year and (ii) the amounts already paid during the term up to the Central Parking System, Inc. Page 20 total Central Overhead Amount due for the term to date; and any surplus above that payment shall be used to ii. pay Central a bonus ( "Central Bonus ") equal to eleven and half percent (11.5 %) 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 April 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 the City's Guaranteed Income, the Base Remittance, and the Equipment Payment, as adjusted. On April 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. For example', prior to April 1, 2013, if $5,000,000 in parking meter revenue is collected in a given year (netting out credit card processing fees, which is estimated to be $225,000), then for that same year: The first $3,010,351 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 However, if only $3,000,000 in parking meter revenues are collected in a given year, then City shall receive the entire $3,000,000 and Central must remit to City an additional $10,351. Central will not receive any payments for that 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) Central shall utilize the most current parking meter rates as may be adopted by the City. (f) 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 Income. Beginning December 1, 2011, City shall reconcile the parking meter funds monthly to ensure City is on track to receive City's Guaranteed Income. ' The bonus breakdown demonstrated within this example will change based upon the adjusted percentages implemented on April 1, 2013 and April 1, 2015. Central Parking System, Inc. Page 21 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 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 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 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 loss /mismanagement of 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 22 Central Newport Beach Community Association PO Box 884 • Newport Beach, CA • 92661 -OB84 www.CentralNewport.Org Date: March 21, 2011 To: Mayor Henn, Members of the City Council From: Central Newport Beach Community Association (CNBCA) Subject: Contracting Out of Parking Meter Operation and Enforcement, Agenda Item No. 14 (22 Mar 2011) Mr. Mayor and Council Members: We understand the direct financial benefit and reduced pension liability of outsourcing parking operations and enforcement. We ask the Council to consider the following before executing any agreement on parking: A ii'i*A • Peninsula residential neighborhoods currently bear both the highest financial and inconvenience burden from this revenue source. • Most residential neighborhoods throughout the City would never allow meters surrounding their homes. • The area - specific annual permit parking program (e.g., blue meters and lots) helps reduce the burden on residents. Our specific concerns regarding the proposed agreement with Central Parking Systems, Inc., include: The agreement should not restrict the City from expanding or changing the area - specific annual permit parking program (e.g., adding blue metered spaces), and The agreement should hold the City harmless for decreases in the contractor's revenue should the City decide to change the number of parking spaces that participate in the area - specific annual permit program. Thank you for considering our concerns as you make your decisions. Louise Fundenberg, President Central Newport Beach Community Association 1 CITY COUNCIL 3/22/2011 ENTRAL PARKING SYSTEM INC. COST SCENARIOS: Parking Meter Revenue Scenarios Excess Revenue (City = 88.5 %, PARKING METER REVENUES City Central Central= 11.5 %) $ 3,000,000 $ 3,000,000 $ - $ $ 3,500,000 $ 3,010,351 $ 489,649 $ $ 4,900,000 $ 3,010,351 $ 1,186,617 622,183 80,849 $ Total $ 3,632,534 $ 1,267,466 $ 5,200,000 $ 3,010,351 $ 1,186,617 887,683 115,349 $ Total $ 3,898,034 $ 1,301,966 NOTES - NET REVENUE TODAY Worst Case Scenario - Reminder City still avoids - $500k in operating costs 703,032 1,003,032 Median /Expected Scenario Best Case Scenario SINGLE SPACE METER MULTI SPACE METER