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HomeMy WebLinkAboutC-4767 - Amended and Restated PSA for Parking Meter ServicesAMENDMENT 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 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 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: V/11,&6 By: Aa .Har oHl�l� City Attorney ATTEST- Date-.— City TTEST:Date: City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: w By: Marshall "Duffy" Duffield Mayor CENTRAL: Central Parking System, Inc., a Tennessee corporation Date: Signed in Counterpart By: Jason Johnston Senior Vice President Date: Signed in Counterpart By: Tim Downey Vice President, Operations [END OF SIGNATURES] Central Parking System, Inc. Page 3 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: By: Aaron a �r City Attorney dor ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Bv: Marshall "Duffy" Duffield Mayor CENTRAL: Central Parking System, Inc., a Tennessee corporation Date: 4.30.18 By: �aaerL �e`rKa-rL Jas Johnst Senior Vice President Date: 4/30/18 By: I [END OF SIGNATURES] Central Parking System, Inc. Page 3 TO: 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 8-11 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 8-12 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 8-17 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 8-24 (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 8-25 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 8-26 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 8-27 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 • 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 :. (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 :E 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 :.: (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 :.• 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 ATTORNEY'S OFFICE Date: 3 lzjh 1 In Aaron C7,Karp City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, A California municipal corporation Date: 4. t O. l q By: ':�2L�p <;�� Rush N. Hill, II Mayor CENTRAL: CENTRALPARKING SYSTEM, INC., a Tennes/ e corporation Date: By: Leilani I. Brown Edward E. Si 2esident eCity Clerk Executive Vic Date: By: S'eD id nki for Vice President '%::oRN1P [END OF SIGNATURES] Central Parking System, Inc. Page 3 r 9 r AMENDMENT NO. FOUR TO THE T AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT �J 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: 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 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 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 ATTEST: Date: �• �7 q-�M— Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 317j,I� By: Dave ' f City Manager CENTRAL: Central Parking System, Inc., a Tennessee corporation Signed in Counterpart LZ Jason Johnston Senior Vice President Date: Signed in Counterpart By: Tim Downey Vice President, Operations [END OF SIGNATURES] Central Parking System, Inc. Page 2 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 Date: !zl,fJiV, City ATTEST: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: 4ti Dave Kiff City Manager CENTRAL: Central Parking System, Inc., a Tennessee corporation Date: 3/23/2018 By:_ _ ff Tim Downey Vice President, Operations [END OF SIGNATURES] Central Parking System, Inc. Page 2 Nelson, Jennifer Subject: FW: when did Central become SP plus From: Bryant, Caryl Sent: Wednesday, November 02, 2016 11:01 AM To: Nelson, Jennifer Cc: Tseng, Evelyn Subject: FW: when did Central become SP plus Rebranded in 2014 From: Timothy Downey [mailto:tdowney@spplus.com] Sent: Wednesday, November 02, 2016 10:45 AM To: Bryant, Caryl Subject: Re: when did Central become SP plus Central is a parking brand under the Corporation just like Standard Parking, and USA Parking. Essentially we were dba as Central. We rebranded in 2014, 1 believe. Td On Nov 2, 2016, at 10:39 AM, Bryant, Caryl <CBryant@newportbeachca.gov> wrote: Didn't the name Central remain here for some time after the merger? From: Timothy Downey [mailto:tdowney@spplus.com] Sent: Wednesday, November 02, 2016 10:38 AM To: Bryant, Caryl Cc: Nelson, Jennifer; Tseng, Evelyn Subject: Re: when did Central become SP plus October 2012 Please see link below http://www.spplus.com/standard-central-merger/ In C— AMENDMENT NO. THREE TO THE Zr- 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 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. 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 "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 CPI (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 ($3,212,000)." 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 (700) 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 ATTORNEY'S OFFICE Date: 3 lZiliq Aaron C:'Karp City Attorney ATTEST: Date: By: % r Leilani I. Brown v City Clerk '441�,'o R N ►P`. CITY OF NEWPORT BEACH, A California municipal corporation Date: , to, 1k4 R By: Rush N. Hill, II Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tenn es e corporation Date: By: Edward E. Si mo Executive Vice esident Date: By: Z-�p Z� ZD id n k i for Vice President [END OF SIGNATURES] Central Parking System, Inc. Page 3 October 23, 2014 INNOVATION IN OPERATION'S City of Newport Beach Attn: Evelyn Tseng, Revenue Manger Finance Department 100 Civic Center Drive, P.O. Box 1768 Newport Beach, CA 92658 SP Plus Corporation 1055 W. 7th St. Suite 1500 Los Angeles, CA 90017 p. 213-488-3173 f. 213-236-0607 www.spplus.com Our Parking Brands MM Standard' lParking 0 Central' �r Parking USA= PARKING Re: Amendment No. 3 to the Amended and Restated Professional Services Agreement by and between the City of Newport Beach and Central Parking System, Inc. for Parking Meter Services Dear Evelyn Tseng: Enclosed please find 2 original counterparts of the above -captioned Amendment No. 3, which have been signed by duly authorized officers of Central Parking System, Inc. Once executed by the City, please return one (1) fully executed copy to my attention at Central Parking. As clarification, it is our understanding that the intent of the modification to Section 1(c) of Exhibit `B" (in last paragraph of Section 1 of this Amendment No. 3) is that, should the City elect to remove the Palm Street Lot from the Scope of Services, from and after the date of such removal, the parking meter revenue threshold upon which Central's Bonus shall be based according to the formula set forth in Section 1(c) shall be reduced from three million four hundred thousand dollars ($3,400,000) to three million two hundred twelve thousand dollars ($3,212,000). In addition, it is our understanding that the modification in the final paragraph of Section 2 of this Amendment No. 3 is a change to Section 2.2(k), rather than Section 2.7(k). Finally, the following are updated address and notice information for Central: • Rather than the address in the preamble to Amendment No. 3, Central's main address is now 501 Mainstream Drive, Suite 507, Nashville, TN 37228. • The local addresses for Central are as follows: Central Parking System, Inc., Attn: Tim Downey, Vice President, Municipal Services Division, 2901 Lafayette Road, Newport Beach, CA 92663 and Newportl October 24, 2014 Page 2 Central Parking System, Inc., Attn: Ed Simmons, Executive Vice President, 1055 West 7th Street, Suite 1500, Los Angeles, CA 90017 The foregoing information is offered merely for the sake of clarity and updating the City's records. Should you have any questions, please do not hesitate to contact me. Very truly / urs, z Tim Downey Vice President Municipal Services Division Cc: J. Burdett CITY OF 1 NEWPORT BEACH City Council Staff Report April 8, 2014 Agenda Item No. 8. TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Dan Matusiewicz, Finance Director— (949) 644-3123, dmatusiewicz@newportbeachca.gov PREPARED BY: Evelyn Tseng, Revenue Manager PHONE: (949) 644-3153 TITLE: Amendment to Central Parking System Agreement to Add Not -to -Exceed Payment Amounts, Clarify Corona del Mar Parking Lot Personnel Hours, Clarify Pay Station Removal Responsibilities and Revise Central Parking System's Bonus Amounts ABSTRACT: This item incorporates changes to an existing agreement with Central Parking - the changes relate to pay stations at Corona del Mar and the Balboa lots and an aspect of operations at the Palm Street lot. RECOMMENDATION: Approve the Amendment to the Central Parking System (CPS) Agreement, and authorize the Mayor and City Clerk to execute the Amendment which would provide for the following: a) CPS shall provide personnel at the CdM Parking Lot every weekend from 6:00 a.m. to 7:00 p.m. and every weekday projected to be 70 degrees or higher from 6:00 a.m. to 7:00 p.m.; b) In the event the City requests removal of any pay stations during the term of the Agreement, CPS shall remove such pay stations without charge to the City; c) Add the following not -to -exceed amounts for the management of the Corona del Mar Parking Lot and the Balboa Parking Lot (collectively, the "Parking Lots"): 2014 March $27,000 April $29,000 May $32,000 June $36,000 July $46,000 August $46,000 September $33,000 October $32,000 143 November $26,000 December $28,000 2015 January $26,000 February $26,000 The not -to -exceed amounts after February 2015 shall be increased by CPI or by 3%, whichever is less. September d) Should the City elect to remove the Palm St. Lot from the CPS Agreement Scope of Services, CPS shall receive its bonus if net revenues exceed $3,212,000 each year. FUNDING REQUIREMENTS: There is sufficient funding in the FY 2013-14 Finance Department budget for the payment to CPS. DISCUSSION: In March 2011, the City entered into an agreement with CPS to manage the City's parking meter program. On February 26, 2013, the City Council approved a budget amendment for the acquisition and installation of 23 Digital Luke Machines ("Pay Stations") for use at the Parking Lots. The City expanded CPS services to include the management of the Parking Lots on April 23, 2013. On August 13, 2013, the CPS agreement was amended to add a provision that CPS provide personnel to staff the lots until the pay stations are installed. The City submitted Coastal Development Permit ("CDP") applications to the California Coastal Commission for the installation of the Pay Stations at both parking lots. On January 8, 2014, the Coastal Commission approved CDP No. 5-13-0506, with Special Conditions, for installation at the Balboa Parking Lot. Coastal Commission issued CDP 5-13-0506 on March 18, 2014, for the installation of the eleven pay stations at Balboa Parking Lot. The CDP application for CdM Parking Lot is on the Coastal Commission's April 2014 agenda. This proposed amendment confirms that CPS shall provide personnel at the CdM Parking Lot on weekends and on warm weekdays where temperatures are projected to be at 70 degrees or higher, and adds the following not -to -exceed amounts for those personnel: 2014 March $27,000 April $29,000 May $32,000 June $36,000 July $46,000 August $46,000 September $33,000 October $32,000 November $26,000 December $28,000 144 2015 January $26,000 February $26,000 The not -to -exceed amounts after February 2015 shall be increased by CPI or by 3%, whichever is less. The CPS Agreement provides that once the Pay Stations are installed and operable, CPS will receive 15% of the Balboa and CdM Parking Lots' revenues, net of credit card transaction fees, on a monthly basis. Until the Pay Stations are operable, CPS will NOT receive 15% of the two Parking Lots' revenues. Pursuant to the current agreement, CPS receives a 16.5% bonus of parking meter revenues in excess of $3,400,000. The Palm St. Lot (64 spaces) revenues are included within that calculation. If the Palm St. Lot was removed from the City's parking inventory, the proposed amendment provides that CPS shall receive its bonus of parking meter revenues in excess of $3,212,000. 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: Description Attachment A - Proposed Amendment No. Three to the Amended and Restated Professional Services Agreement with Central Parking System. Inc. for Parking Meter Services Attachment B - Redline Proposed Amendment No. Three to the Amended and Restated Professional Services Agreement with Central Parking System, Inc. for Parking Meter Services Attachment C - Amendment No. Two to the Amended and Restated Professional Services Agreement with Central Parking System. Inc. for Parking Meter Services Attachment D - Amendment No. One to the Amended and Restated Professional Services Agreement with Central Parking System, Inc. for Parking Meter Services Attachment E - Amended and Restated Agreement Professional Services Agreement with Central Parking System, Inc. for Parking Meter Services Attachment F - Coastal Commission CDP 5-13-0505 145 ATTACHMENT A 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 2151 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)): "$27,000 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 1 146 "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 CPI (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 ($3,212,000)." 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 (700) or higher from 6:00 a.m. to 7:00 p.m. and as otherwise directed by the City." Central Parking System, Inc. Page 2 147 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 ATTORNEY'S OFFICE Date: 3/ Z 3 h y 0 Aaron C. Harp City Attorney ATTEST: Date: Leilani I. Brown City Clerk C�..1 CITY OF NEWPORT BEACH, A California municipal corporation Bv: Rush N. Hill, II Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: Bv: Edward E. Simmons Executive Vice President David Jenkins Senior Vice President [END OF SIGNATURES] Central Parking System, Inc. Page 3 148 ATTACHMENT B 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 22nd day of May, 2012 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 21" 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. Central Parking System, Inc. Page 1 149 NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. 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. f� _l21NV/[d4'111H:1=1111»:47d:LTd;11,' 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. 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 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, 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. No 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 2 150 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. 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 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. ADMINISTRATION 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 RESPONSIBILITIES 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 3 151 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 4 152 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 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 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 anytime. Central Parking System, Inc. Page 5 153 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 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 Restated 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 Parking System, Inc. Page 6 154 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 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. Central Parking System, Inc. Page 7 155 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 AGAINST 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 8 156 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 costs incurred under this Restated 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 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 9 157 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 personally, 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 3300 Newpei4 100 Civic Center Dr. 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 Fax: (714) 751-3650 E -Mail: TDowney@parking.com James Marcum, President & CEO Central Parking System, Inc. Central Parking System, Inc. Page 10 158 2401 21" 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.). Mr�121NJ,IIi!I_11I[a]zI 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 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 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 11 159 (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 12 160 33. AMENDMENTS 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. K1-d:Kd.I11:IQ I I I ki"WAh7_1 ki I DIV/ 21 � Dl ;1 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. In the event of any dispute or legal action arising under this Restated Agreement the prevailing party shall not be entitled to attorneys' fees. 38. 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. [SIGNATURES ON NEXT PAGE] Central Parking System, Inc. Page 13 161 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: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Nancy Gardner Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: By: James H. Bond 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 [END OF SIGNATURES] Central Parking System, Inc. Page 14 162 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 Lots ("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. 2.1 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. Central Parking System, Inc. Page A-1 163 (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. (c) Managing approximately two thousand six hundred and seventy-five (2,675) 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. Q) 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 NBMC and state law. Central Parking System, Inc. Page A-2 164 2.2 Parking Lots Parking Enforcement Central shall be responsible for the following: (a) Enforcing parking regulations relating to Parking Lots, 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. All Pay Stations shall have the capability of accepting credit card payments and pay -by -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 shall 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 flow of traffic into and out of the Parking Lots to allow public safety vehicles to enter and exit the Parking Lots 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 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 Lots accordingly, i.e. — taking payments at the booth, until the Pay Stations are installed and operable. Central shall Central Parking System, Inc. Page A-3 165 provide employee timecards, schedules and parking sign in/sign out logs, by lot, as requested by City. 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 (700) or higher from 6:00 a.m. to 7:00 p.m. and as otherwise directed by the City. 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 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. 2.3.2 City shall be responsible for the following: (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 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. Central Parking System, Inc. Page A-4 166 (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. 2.4.2 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 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. (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) 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 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 Central Parking System, Inc. Page A-5 167 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. 2.6 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 # 1. Central shall notify the City in writing within twenty-four (24) hours of any lost, stolen, unaccounted for or damaged Equipment (defined in Section 2.7.2 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 Central Parking System, Inc. Page A-6 168 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 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. (e) Removing, transporting and reinstalling previously installed Pay Stations upon the City's request at no additional cost to the City. 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 Lots. (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 Central 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. Central Parking System, Inc. Page A-7 169 (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. 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; 3. The number of parking citations issued by parking zone; 4. The number of parking citations issues by Parking Lot; 5. Broken/repaired 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; Central Parking System, Inc. Page A-8 170 3. Traffic flow and Parking Lots utilization reports; and 4. Any and all reports generated from the automated parking system. 2.10 Optional Services. 2.10.1 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) 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 A-9 171 Attachment 1: Lot Maps Yellow shading indicates the area in which Pay Stations will be installed. Central Parking System, Inc. Page A-10 172 Attachment 2: Status Description Invoice PO Ref VIN If applicable Date Quantity Per Restated Agreement (May 2012) Meters New Luke Pay Stations PO 34266 23 Buyout IPS Meters IPS H-13266 Buyout 2012 05/31/2012 1,325 Buyout Battenes IPS? H-13266 Buyout 2012 05/31/2012 1,325 Buyout Handhelds- AutoCites Duncan solutions INVCB001332 Buyout 2012 05/31/2012 7 New LPR- Rig #2 1 New Signage Paystations New Loops TBD Buyout lLuke Pay Stations Digital Payment Technologies 145271 Buyout 2012 1 05/31/2012 8 Vehicles Buyout Ford Focus SE Sedan 2011 -MGT New Concepts Leasing H - 13266 Buyout 2012 103588 05/31/2012 1 Buyout Ford Ranger Pickup 2011 - Maint New Concepts Leasing H - 13256 Buyout 2012 1FTKR1AE4BPA17540 05/31/2012 1 Buyout Ford E-150 Cargo Van 2011- Collections New Concepts Leasing H - 13255 Buyout 2012 1FTNE1EW3BDA81453 05/31/2012 1 Miscellaneous Office Startup Equipment Buyout Imiscellaneous Office Equipment 05/31/2012 20 Buyout ISafe 05/31/2012 1 Buyout I Coin Sorter 05/31/2012 1 Per Amendment No. One (April 2013) Paystations New Luke Pay Stations PO 34266 23 Vehicles New Toyota Yaris-LPR1 1 New Toyota Yaris-LPR2 1 Plate Recognition Infrastructure New LPR- Rig #1 1 New LPR- Rig #2 1 New Signage TBD New Loops TBD Central Parking System, Inc. Page A-11 173 EXHIBIT "B" SCHEDULE OF BILLING RATES 1. Revenue 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 also pay to Central: Ambassador Level Employee - $19/hour Supervisory Customer Service Level Employee - $24.32/hour Shift Manager / Assistant Manager Level Employee - $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, $46,838.04 for July 2013, $46,441 for August 2013, $34,967 for September 2013, $27,147 for October 2013, $26,098 for November 2013, $36,798 for December 2013, $26,506 for January 2014 and $26,874 for February 2014, $27,000 for March 2014, $29,000 for April 2014, $32,000 for May 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. Beginning March 1, 2015, such monthly not -to -exceed rates for Central's employees noted above shall increase, provided that the Services described in Section 2.2(k) of Exhibit "A" are required beyond February 2015, by the prior one year increase in CPI (Los Angeles -Riverside -Orange County All Urban Consumers) or by three percent (3%), whichever is less. Central Parking System, Inc. Page B-1 174 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. If, in Central 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 increase in CPI (Los Angeles -Riverside -Orange County All Urban Consumers) ^1616 GRe PeFGBRt (11%` ^r by three percent (3%), whichever is less. (b) City shall receive and keep all parking meter and Parking Lots 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, 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 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. Should the City elect to remove the Palm Street Lot from the (d) All 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) 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 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 cost rate without any additional mark up to City or the parking meter user. Central Parking System, Inc. Page B-2 175 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 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 for the Corona del Mar State Beach by and between the State of California and the City, dated August 1, 1999. Central Parking System, Inc. Page B-3 176 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 • Introduce yourself, giving your name and your department. • Ask for the customer's name and use it throughout the conversation. s Be friendly, courteous and helpful in all situations. s If requested, be able to respond knowledgeably and professionally regarding the task that you are performing. s 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, defer personal judgment, and concentrate on the main issue. 2. Point of Contact - Individual Telephone Line 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. s Answer the telephone professionally and politely in a consistent manner. s Present a positive tone. Greeting should clearly identify your name. s 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. s Do not use voice mail to avoid answering the phone if you are available. s If you want to talk to a customer on the speakerphone, ask if they mind first. Connecting a Caller s Always ask if the caller would like to be connected. Give the caller the telephone number prior to the connection. s 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). Central Parking System, Inc. Page C-1 177 s Verify the person you are connecting to is on the line before you hang up. 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. # 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. 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. 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. s Thank them for calling. Allow callers to hang up first. s Always put the receiver down gently. 3. Customer Service Training: Complaint Management Keep a cool head s Smile/be polite s Listen without interrupting Ask questions/document s Call them by name/don't be too familiar/remain professional s Offer your assistance S Don't say no immediately s Know your limits/don't act defensively s 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 Central Parking System, Inc. Page C-2 178 T How to handle profane or inappropriate language by customer: 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 C-3 179 ATTACHMENT C AMENDMENT NO. TWO TO THE Z'" AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH CENTRAL PARKING SYSTEM, INC. FOR �) PARKING 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 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. On April 23,2013, 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: 1n SERVICES TO BE PERFORMED Exhibit A, Section 2.2(k) is amended in its entirety and replaced with the following: "(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 shoji provide the staff and supplies required to manage the Parking Lots accordingly, Le. — 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 of Billing Rates attached hereto as Exhibit "B", and incorporated herein by reference. :ra 3, INTEGRATE© CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Restated Agreo ent shall remain unchanged and shall be In full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No, Two to be executed on the dates written below, APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE CITY OF NEWPORT BEACH, A California municipal corporation Date: Aaron C, Harp Keith D. Curry City Attorney Mayor ATTEST: /ii, tri Bate: By: "SIMaIPT � Leilanl I. Brown City Clerk �Iltftl CENTRAL. CENTRAL MARKING SYSTEM, INC„ a Tennee corporation Executive Vice President By: David ki Senior Vice [ENG? OF SIGNATURES) Attachments: Exhibit B — Schedule of Billing Rates Central Parking System, Inc. Page 2 181 EXHIBIT "B" SCHEDULE OF BILLING RATES 1. Revenue 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 151h 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 .transactfon 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 also pay to Central: Ambassador Level Employee - $19/hour Supervisory Customer Service Level Employee - $24.32/hour Shift Manager / Assistant Manager Level Employee - $30.40/hour City $hall 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 'l 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, $46,838.04 for July 2013, $146,441 s. ti3�74 for August 2013, $34,967 for September 2013, $27,147 for October 2013, $26,098 for November 2013, $36,798 for December 2013, $26,506 for January 2014 and $26,874 for February 2014. s,m-ob>- � W rr Additional Enforcement; For additional enforcement, if requested pursuant to Exhibit -c4-b, , 32e "A", Section 2.1(b), Central shall increase use of its own enforcement personnel where 4a,,, b 3,Z,k: possible. If, in Central and City's opinion, increased services are required and agreed Crcto 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 xT "n °"' ` 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. Central Parking System, Incl Page B-1 182 Beginning May 1, 2014, such hourly rates for Central's employees noted above shall increase annually by the prior 1 year increase in CPI (Los Angeles -Riverside -Orange County 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 Lots 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, 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 316t of that same year, City shall reconcile the previous fiscal year's (July 1st through June 301t') parking meter revenues, less credit card processing fees, and If parking motor 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%Q) of"a0 parking meter revenues per year in excess of the three million four hundred thousarid 'dollars ($3,400,000). On May 1, 2013, Central's bonus shall increase by five (5) percentage points to sixteen and half percent (16,6%) 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 -ane and half percent (.21.5%n) 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 300' of the applicable year. (d) All income from citations shall be the sole property of the City and not count towards the dollar amounts referenced in sections (a), (b), or (r) 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 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 cost rate without any additional mark Lip 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 montes 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 Central Parking System, Inc. Page B-2 183 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 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 Famoved 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 k 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 withindesignated parking areas as determined by the Clty, (g) Accumulating data on the number of automobiles and visitors that enter titin Corona del Mar State Reach on -a monthly and annual basis, consistent with the Operating Agreement for tate Corona del Mar State Beach by and between the State of California and the City, dated August 1„ 1999. Central Parking System, Inc. Page B-3 MM DR&I ATTACHMENT D AMENDMENT NO. ONE TO THE AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT 1\ WITH CENTRAL PARKING SYSTEM, INC. FOR �G 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] 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: ql�-31/3 M Adwta)C. Harp City Attorney ATTEST: '3 Date: CITY OF NEWPORT BEACH, A California municipal corporation Date: By:. Keith D. Curry Mayor CENTRAL: CENTRAL P KING SYSTEM, INC., a Tenne see corp6r tion Date: BY: Ap�I B: Y Leilani I. Brown Edward E. Sim City Clerk Executive Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services (including two attachments) Attachment 1: Lot Maps Attachment 2: Equipment Exhibit B — Schedule of Billing Rates Central Parking System, Inc. Page 2 187 EXHIBIT "A" SCOPE OF SERVICES SCOPE OF WORK ON -STREET ARID 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 Lots ("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. 2.1 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) 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 (c) Managing approximately two thousand six hundred and seventy-five (2,675) 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. Q) 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 NBMC and state law Central Parking System, Inc. Page 4 2.2 Parking Lots Parking Enforcement Central shall be responsible for the following: (a) Enforcing parking regulations relating to Parking Lots, 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. All Pay Stations shall have the capability of accepting credit card payments and pay -by -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 shall 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 flow of traffic into and out of the Parking Lots to allow public safety vehicles to enter and exit the Parking Lots 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 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 Parking System, Inc. Page 5 190 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 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. 2.3.2 City shall be responsible for the following: (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 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 6 191 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 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. (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) 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 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 7 192 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 # 1. Central shall notify the City in writing within twenty-four (24) hours of any lost, stolen, unaccounted for or damaged Equipment (defined in Section 2.7.2 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 8 193 (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 Lots. (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 Central 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 9 194 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; 3. The number of parking citations issued by parking zone; 4. The number of parking citations issues by Parking Lot; 5. Broken/repaired 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; 3. Traffic flow and Parking Lots utilization reports; and 4. Any and all reports generated from the automated parking system. Central Parking System, Inc. Page 10 195 2.10 Optional Services. 2.10.1 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) 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 11 196 Attachment 1: Lot Maps Yellow shading indicates the area in which Pay Stations will be installed. Central Parking System, Inc. 0 Page 12 197 Attachment 2 Status Description Invoice PO Ref VIN If applicable Date Quantity Per Restated Agreement (May 2012) Meters New Luke Pay Stations PO 34266 23 Buyout IPS Meters IPS H-13266 Buyout 2012 05/31/2012 1,325 Buyout Batteries IPS? H-13266 Buyout 2012 05/31/2012 1,325 Buyout Handhelds- AutoCites Duncan solutions INVCB001332 Buyout 2012 05/31/2012 7 New LPR- Rig 92 1 New Signage Paystations New Loops TBD Buyout Luke Pay Stations Digital Payment Technologies 145271 Buyout 2012 05/31/2012 8 Vehicles Buyout Ford Focus SE Sedan 2011 -MGT New Concepts Leasing H - 13266 Buyout 2012 103588 05/31/2012 1 Buyout Ford Ranger Pickup 2011 - Maint New Concepts Leasing H - 13256 Buyout 2012 1FTKR1AE4BPA17540 05/31/2012 1 Buyout Ford E-150 Cargo Van 2011 -Collections New Concepts Leasing H - 13255 Buyout 2012 1FTNE1EW3BDA81453 05/31/2012 1 Miscellaneous Office Startup Equipment Buyout Miscellaneous Office Equipment 05/31/2012 20 Buyout Safe 05/31/2012 1 Buyout I Coin Sorter 05/31/2012 1 Per Amendment No. One (April 2013) Paystations New Luke Pay Stations PO 34266 23 Vehicles New Toyota Yaris-LPRl 1 New Toyota Yaris-LPR2 1 Plate Recognition Infrastructure New LPR- Rig 91 1 New LPR- Rig 92 1 New Signage TBD New Loops TBD Central Parking System, Inc. Page 13 198 EXHIBIT "B" SCHEDULE OF BILLING RATES 1. Revenue 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 - $24.32/hour Shift Manager / Assistant Manager Level Employee - $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 $46,838.04 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. If, in Central 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 CPI (Los Angeles -Riverside -Orange County Central Parking System, Inc. Page 14 199 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 Lots 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 3151 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 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 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 and/or Parking Lots rates in its sole and absolute discretion. Central shall utilize the most current parking meter and Parking Lots 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 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. Page 15 200 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 16 201 ATTACHMENT E 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 J?, day of \J , 2012 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. 202 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. Cityand 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 tasks of the Scope of Services in its sole discretion. RANNEHI lxi]a'»:73� 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 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, 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. No 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 2 203 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. 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 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. ADMINISTRATION 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 RESPONSIBILITIES 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 3 204 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 4 205 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 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 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 5 206 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 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 Restated 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 Parking System, Inc. Page 6 207 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 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. Central Parking System, Inc. Page 7 208 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 AGAINST 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 8 209 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 costs incurred under this Restated 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 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 9 210 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 personally, 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 3300 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 Fax: (714) 751-3650 E -Mail: TDowney@parking.com James Marcum, President & CEO Central Parking System, Inc. Central Parking System, Inc. Page 10 211 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 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 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 11 212 (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. INTEGRATE® 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 12 213 33. AMENDMENTS 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. 35. CONTROLLING LANK 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. NO 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. 38. 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. [SIGNATURES ON NEXT PAGE] Central Parking System, Inc. Page 13 214 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:�P Date: By L � ani .Browny CITY OF NEWPORT BEACH, A Californi m�ynicipal corporation Date: 7/ //Z -- Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: A priAT_ 2�1 �7,pf►2A By:_ James . Bond Executive Vice President Date: 17� By: ��� Henry J. Ab tt 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 14 215 EXHIBIT "A„ SCOPE OF SERVICES SCOPE OF WORK ON -STREET ARID 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. 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 15 216 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 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 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 16 217 2.2.2 City shall be responsible for the following: (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 17 218 (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 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 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 18 219 (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 2.6 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 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. 2.6.2 Parking Meter Equipment (a) Under 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 (10) 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 19 220 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 20 221 (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 Restated Agreement. Central Parking System, Inc. Page 21 222 EXHIBIT "B„ SCHEDULE OF BILLING RATES 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 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. (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 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 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 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: Central Parking System, Inc. Page 22 223 (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 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 23 224 EXHIBIT 61011 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. If requested, be able to respond knowledgeably and professionally regarding the task that you are performing. 4 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. 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. 4 Greeting should clearly identify your name. 4 Listen first for content, defer personal judgment, and concentrate on the main issue. 4 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 24 225 Q Introduce the caller and explain the issue to the receiving party. Voice Mail -i� 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". o 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. 4? 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. Q 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 4 Ask callers if they have received the information they requested and if they understand it. a Ask if there is anything else you can do for them. 4 Thank them for calling. o Allow callers to hang up first. o Always put the receiver down gently. 3. Customer Service Training: Complaint Management o Keep a cool head' a Smile/be polite Listen without interrupting o Ask questions/document o Call them by name/don't be too familiar/remain professional o Offer your assistance 4 Don't say no immediately o Know your limits/don't act defensively Q 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 4! How to handle profane or inappropriate language by customer: Central Parking System, Inc. Page 25 226 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 26 227 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: 44Y Z2 20i Z. By.G I James Hf Bond ` Executive Vice President Date: lln421 2,7-1 By: Henry J. Abb Secretary [SIGNATURES CONTINUE ON NEXT PAGE] Page 1 of 2 228 APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date: ti iZ� By: I� Aaron C. Harp City Attorney ATTEST: Date: 5 , 30 12 By. d1i r IIS✓ Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: S1.7 110 By: �_ David FCilf, City Manager [END OF SIGNATURES] Page 2 of 2 229 ATTACHMENT F STATE OF CALIFORNIA- NATURAL RESOURCES AGENCY ,,,cEIVE06k EDMUND G. BROWN JR. GOVERNOR CALIFORNIA COASTAL COMMISSION COMMUNITY South Coast Area Office Page 1 of 5 200 Oceangate, Suite 1000I March 18, 2014 (aLong Beach, CA 90802-4302 MAR l 8 2014 (562) 590-5071 Permit No. 5-13-0506 n DEVELOPMENT -Z- OP OF NEWPO�` 6 P COASTAL DEVELOPMENT PERMIT 5-13-0506 On January 8, 2014, the California Coastal Commission granted to the City of Newport Beach, Coastal Development Permit No. 5-13-0506, subject to the attached Standard and Special Conditions, for development consisting of: Installation of eleven (11) electronic automated payment machines (APMs) at ten (10) locations and associated signage (18"x12") on ten (10) new 12' tall metal posts adjacent to each new pay station and additional informational signage on thirteen (13) 10' tall metal posts on sidewalks and in landscaped planters or on existing light standards within the Balboa Pier beach public parking lot. More specifically described in the application file in the Commission offices. The development is within the coastal zone at: 1711 East Ocean Front (Balboa Pier Parking Lot), Newport Beach, County of Orange. Issued on behalf of the California Coastal Commission on March 18, 2014. CHARLES LESTER Executive Director ACKNOWLEDGMENT BY: I Liliana Roman Title: Coastal Program Analyst The undersigned permittee acknowledges receipt of this permit and agrees to abide by all terms and conditions thereof. The undersigned permittee acknowledges that Government Code Section 818.4 which states in pertinent part, that: "A public entity is not liable for injury caused by the issuance . of any permit ..." applies to the issuance of this permit. Date Signa ure of rmittee Please sign and return one copy of this form to the Commission office at the above address. IMPORTANT: THIS PERMIT IS NOT VALID UNLESS AND UNTIL A COPY OF THE PERMIT WITH THE SIGNED ACKNOWLEDGMENT HAS BEEN RETURNED TO THE COMMISSION OFFICE. 14 CAL. ADMIN. CODE SECTION 13158(a). 230 COASTAL DEVELOPMENT PERMIT 5-13-0506 Page 2 of 4 STANDARD CONDITIONS 1. Notice of Receipt and Acknowledgment. The permit is not valid and development shall not commence until a copy of the permit, signed by the permittee or authorized agent, acknowledging receipt of the permit and acceptance of the terms and conditions, is returned to the Commission office. 2. Expiration. If development has not commenced, the permit will expire two years from the date on which the Commission voted on the application. Development shall be pursued in a diligent manner and completed in a reasonable period of time. Application for extension of the permit must be made prior to the expiration date. 3. Interpretation. Any questions of intent or interpretation of any condition will be resolved by the Executive Director or the Commission. 4. Assignment. The permit may be assigned to any qualified person, provided assignee files with the Commission an affidavit accepting all terms and conditions of the permit. 5. Terms and Conditions Run with the Land. These terms and conditions shall be perpetual, and it is the intention of the Commission and the permittee to bind all future owners and possessors of the subject property to the terms and conditions. SPECIAL CONDITIONS This permit is granted subject to the following special conditions: 1. Revised City Resolution/Parking Management Program. PRIOR TO ISSUANCE OF THE COASTAL DEVELOPMENT PERMIT, the applicant shall submit to the Executive Director for review and approval, a Parking Management Program and revised City Resolution in substantial conformance with City Resolution 2013-33 establishing parking meter zones and parking rates for the Balboa Pier Beach Parking Lot, modified as follows: 1) As proposed, provide hourly rates (up to $1.50/hour) seven days a week. 2) As proposed, allow flat -rate day use parking fee ($15 maximum) per day year-round (except as allowed in sub -part "3" below of this special condition); 3) The proposed holiday parking flat -rate for the Memorial Day, 0 of July and Labor Day holidays shall be revised not to exceed a maximum $20 flat -rate fee per space occupied and clarify that the holiday parking flat -rate applies only on the actual holiday and not the entire holiday week or holiday weekend; 231 COASTAL DEVELOPMENT PERMIT 5-13-0506 Page 3 of 4 4) Revise the proposed holiday parking flat -rate to also include an hourly -rate option during the Memorial Day, 4th of July and Labor Day holidays with the hourly -rate not to exceed $2/hour on those holidays; in no case, shall a visitor paying hourly rates pay in excess of the holiday flat -rate day use fee; 5) Fees may be reduced or eliminated at any time; however, any changes that would exceed the maximums set forth in this application shall be reported to the Executive Director to determine whether an amendment or new coastal development permit is required. Specific consideration should be' given to reduced fees during off-peak periods. 2. Agreement Regarding Future Fee Changes. With the acceptance of this permit the applicant agrees that any change in the rate charged for parking or method of fee collection will require Executive Director review to determine if an amendment to the permit or a new permit will be required. Any proposed changes to the approved project, including but not limited to a fee increase of 25% or more in any given year or 50% or more on a cumulative basis over any three consecutive year period or new development, shall require an amendment to the permit or a new permit. The permittee shall undertake the development authorized by the approved coastal development permit. No changes to the plans or the development authorized in this coastal development permit shall occur without a Coastal Commission approved amendment to this coastal development permit unless the Executive Director determines that no amendment is legally required. 3. Future Improvements. This permit is only for the development described in Coastal Development Permit No. 5-13-0506. Except as provided in Public Resources Code section30610 and applicable regulations, any future development as defined in PRC section 30106, including, but not limited to, a change in the density or intensity of use land, as specified in Special Condition 2, shall require an amendment to Permit No. 5- 13-0506 from the Commission or shall require an additional coastal development permit from the Commission or from the applicable certified local government. 4. Storage of Construction Materials, Mechanized Equipment and Removal of Construction Debris. The permittee shall comply with the following construction - related requirements: (a) No construction materials, debris, or waste shall be placed or stored where it may enter a storm drain or be subject to wave erosion and dispersion; (b) Any and all debris resulting from construction activities shall be removed from the project site within 24 hours of completion of construction; 232 COASTAL DEVELOPMENT PERMIT 5-13-0506 Page 4 of 4 (c) Best Management Practices (BMPs) and Good Housekeeping Practices (GNPs) designed to prevent spillage and/or runoff of construction -related materials, and to contain sediment or contaminants associated with construction activity, shall be implemented prior to the on -set of such activity. BMPs and GHPs which shall be implemented include, but are not limited to: stormdrain inlets must be protected with sandbags or berms, all stockpiles must be covered, and a pre -construction meeting should be held for all personnel to review procedural and BMP/GHP guidelines. Selected BMPs shall be maintained in a functional condition throughout the duration of the project. (d) Construction debris and sediment shall be properly contained and secured on site with BMPs, to prevent the unintended transport of sediment and other debris into coastal waters by wind, rain or tracking. Construction debris and sediment shall be removed from construction areas as necessary to prevent the accumulation of sediment and other debris which may be discharged into coastal waters. Debris shall be disposed at a debris disposal site outside the coastal zone. 5. Submittal of Final Signage Plan. PRIOR TO ISSUANCE OF THE COASTAL DEVELOPMENT PERMIT, the applicant shall submit, for the review and approval of the Executive Director, a final sign program for the proposed new parking pay stations. 1. The plan shall demonstrate the proposed location for the signage and shall not result in the direct placement of signage poles in sandy beach areas. 2. The plan shall include, at a minimum, the following components: sign material, dimensions, appearance, and clearly legible wording, etc. 3. Signs shall not indicate or suggest that the beach itself is closed at any time nor indicate or suggest a prohibition of public access to state waters for -recreational activities after the parking lots have closed. 4. The plan shall demonstrate that poles, signs and machines are placed and oriented to minimize impacts on public views of the water. The permittee shall undertake development in accordance with the approved final plan. Any proposed changes to the approved final plan shall be reported to the Executive Director. No changes to the approved final plan shall occur without a Commission amendment to this coastal development permit unless the Executive Director determines that no amendment is legally required. G:2013 PERMIT 233 California Coastal Commission South Coast District Office APPROVED Permit By: EFFE IVE Date: _________ 234 Balboa Lot Sign Specifications A B 48"x 12" Sign I Sign Face I Starting I uEnding- I Sign �L! Cg.� 18"x12" 18"%1T' Sign Face I Starting I .Ending Sign ISiBn Facel Starting Ending Balboa Lot 22 26 1 48 Poles - Pay Station Cluster PSC -1 2 N/S 91 139 2 N/S 72 90 PSC -2 2 N/S 91 139 2 Nis 72 90 PSC -3 2 N/S 91 139 2 N/5 72 90 PX4 2 N/S 92 139 2 N/S 72 90 PSC -5 2 W/E 91 139 2 W/E 72 90 PSC -6 2 W/E 91 139 2 W/E 72 90 PSC -7 2 W/E 91 139 2 WE 72 90 PSC -8 2 N/5 91 139 2 N/5 72 90 PSC -9 2 N/S 91 139 2 N/S 72 90 PSC -10 2 N/5 91 139 2 N/S 72 90 PSC -11 2 N/5 91 139 2 N/S 72 90 Park Mobile/Pay by license PM/PBL-1 2 W/E 84 102 2 W/E 103 121 PM/PBL-2 2 W/E g4 102 2 W/E 103 121 PM/PBL-3 2 W/E 84 102 2 W/E 103 121 PM/PBL-4 2 N/5 84 102 2 N/S 103 121 PM/PBL-5 2 N/5 84 102 2 N/S 103 121 PM/PBL-6 2 N/S 84 102 2 N/S 103 121 PM/PBL-7 2 N/9 84 102 2 N/5 103 121 PM/PBL-8 2 N/S 84 102 2 N/S 103 121 PM/PBL-9 2 N/S 84 102 2 N/5 103 121 PM/PBL-30 2 W/E 84 102 2 W/E 103 121 PM/PBL-11 2 W/E 84 102 2 W/E 103 121 PM/PUL-12 2 Wfc 84 102 2 W/E 103 121 PM/PBL-13 2 W/E 1 84 1 102 1 2 1 W/E 1 103 1 121 GENEBPL Sign shall be standard size per the California Mt1rCD (latest edition) unless otherwise shown. Retro-reNective sheeting shall be, Type 4 or greater. Sign shall be made of aluminum (.08 inch thickness). New Sign Posts shall be 14 gauge 2 inch square (OD) unistrut installed into a 12 gauge 2 N inch unistNt(OD)base. UniStrut base shall be installed at a depth of 38 inches in concrete and 30 inches In dirt. Contractor shall USA location prior to installing sign. Sign mounting hardware and brackets shall be stainless steel. Anti -seize lubricant shall he applied to mounting hardware prior to installation. Signs shall be installed at a clear height of seven feet unless otherwise shown on plans. California Coastal Commission South Coast District Office APPROVED 5-.i3��1� Permit No -------- EFizECTIVE Date: ............ 1-' 235 , YOUR PARKING ZONERi Commg e - Soon Regis ¢rein ine ar vol Mobileapy: To: pay far parking: Use our`,Mohile�Npp 0- • TOI)IIBi+ v:,c�.unu,te 0rnr!tlw loo.,,.:1'hV b"l-P-51.11— n,.mer e.qn ul igal� ` I 1 C -k Z) 1} � 'nll ILl4 eI1MC a ins lnc. f I. J `� ., r nre .._. r1., i Pxmintler11111,1Mrptoce,a<n, rM.amy S,Jn,lama 'Ic"'huat." Temporary Beach Lot Signage I'EMPORARYSION REOUIRE.MENTS: i. Identify "Pay` ucalions 110-1a distance: 2. Remind patrons to take note of their license plate unroll, l, this mhul nation is rcni in order to use the pay stelirr5 SvbspOtNnll;, the plate u,n be -is also ragouad to sign up for IRVrk M1inbdd senna.- its, iniornla Uou is most Wdon hle as a paunch as ;1fla iniging licit journey inward a Pay StaItell, 7 np signs can b m m, d to ex'.on9 lamp standard; and roust b^ moumad oih Ilhu,' on toumcicaranccut'/'-U att 3. Instructions for use of Pay by Phone service at Pay Semon rhouyhu Pay by Plate :md Pay by Phone urn Rva riistinuly different pled; rinn. Pay by Plate,h a reyuiremenp white pay by Pllom: is Oni cilar,Ilia 1 rlortact to r r deretar d rrl on creating sign rnuesq+vi PaY By Ptam inlnrrnabun throughow the Lat is hour a Sin"- icrn and ongoing sign regoiromem. Pay by Phone Iness:iges till ougl:aw it" out are only tor'adverbsiug/promotional" Put Pi I Shan s an n"godont however Pon Uy Phmle Inlonmation at the Pay Saemn iuui roynirznnenL California Coastal Commission South Coast District Office APPROVEll Permit No._--- — By: EFFECTIVE NOT rosddiiie:----------- __o ceanr w Neao acorn _•.•�--'onic. Mar, is jell •_._._._.___® Pr,i ]one 13am5 Lm s 9en9: Phan Cenaoyr il,i 237 Balboa Lot Promect 5-13-506 Plans • Station 11 1 t r • A. • r .: 3r '0 •I. 01;,M-1107 ra It RECEIVED South CoGst Rey , n JUL 1 5 2013 CORS AL COMM S51ON Matron 8 -Z / nxn _ � Hams •� el]In Issm,m1 mnm+I lf` i 1 ]011n S qnm� i 1 1 1 nnln Dimenziaaz with zelar panel attatYN cul J 1 anmm.•� aDln Irv, _ .S4nm, OPEN ODOR CLWANCE I y (i. an re. 1,q / Y! Matron 8 -Z / nxn _ � Hams •� el]In Issm,m1 mnm+I lf` i 1 ]011n S qnm� i 1 1 1 nnln Dimenziaaz with zelar panel attatYN cul J 1 anmm.•� aDln Irv, _ .S4nm, OPEN ODOR CLWANCE I IJU 10m 1 OPER DOOR CIEMANCes California Coastal Commission South Coast District Office APPROVED �� /3— Permit No. _ _ _ �" _ _ _ 'Y/:!Lr /`dv�!-t EVE i_�{ 1� Date: __________-- 238 Balboa Lot Sign Program . , I I e6Te i 1 a f. TN' D .0 ^ 0M '+ It ..:A Ot v 1 k a<1 ; �`+'�It "A" pay station marker signs to be installed adjacent to pay stations on a 12 -foot "Unisrut" post. "B" and "C" reminder signs to be placed on 10 -foot "Unisrut" posts on sidewalks and in landscaped planters or on existing light standards. 18" x 12" 0 California Coastal Commission South Coast District Office APPROVED Permit No------ , By:__ CI'IVE yy Date: ........ [c] 43 .12' 13,02- 111.6- 18"x12" 239 (" AMENDMENT NO. TWO TO THE 1 AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH CENTRAL PARKING SYSTEM, INC. FOR PARKING 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 215t 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 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: 1. SERVICES TO BE PERFORMED Exhibit A, Section 2.2(k) is amended in its entirety and replaced with the following: "(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 Lots 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 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. IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:— A /q/13 By: Aaron C. Harp City Attorney 1 ATTEST: A %tr• to Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: ,a Keith D. Curry Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tenne� corporation Date: ,,ff'' By: -` Edward E. Simm s Executive Vice President Date: By: David JQnk* s Senior Vice Peside [END OF SIGNATURES] Attachments: Exhibit B — Schedule of Billing Rates Central Parking System, Inc. Page 2 EXHIBIT "B" SCHEDULE OF BILLING RATES 1. Revenue 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 also pay to Central: Ambassador Level Employee - $19/hour Supervisory Customer Service Level Employee - $24.32/hour Shift Manager / Assistant Manager Level Employee - $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, $46,838.04 for July 2013, $46,441 for August 2013, $34,967 for September 2013, $27,147 for October 2013, $26,098 for November 2013, $36,798 for December 2013, $26,506 for January 2014 and $26,874 for February 2014. 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. If, in Central 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. Central Parking System, Inc. Page B-1 Beginning May 1, 2014, such hourly rates for Central's employees noted above shall increase annually by the prior 1 year increase in CPI (Los Angeles -Riverside -Orange County 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 Lots 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, 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 30tt') 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 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 W' of the applicable year. (d) All 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) 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 may be adopted by the City. (f) Credit card processing fees under this Restated Agreement shaft 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 Central Parking System, Inc. Page B-2 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 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 for the Corona del Mar State Beach by and between the State of California and the City, dated August 1, 1999. Central Parking System, Inc. Page B-3 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] 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: y�J3//3 By: �epe� A C. Harp City Attorney ATTEST: Date: 9'9j-3 Leilani 1. =... City Clerk CITY OF NEWPORT BEACH, A Cal ifornic-V mL4nicipal corporation Date: k v4 By: Keith D. Curry Mayor CENTRAL: CENTRAL PKING SYSTEM, INC., a TenneYC4 see cor r tion Date: , +, % i By: v Edward E. Sim s Executive Vice President Is] I:1 Senior vice Nresiaent [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services (including two attachments) Attachment 1: Lot Maps Attachment 2: Equipment Exhibit B - Schedule of Billing Rates Central Parking System, Inc. Page 2 EXHIBIT "A" SCOPE OF SERVICES SCOPE OF WORK ON -STREET AND OFF-STREET PARKING ENFORCEMENT SERV/CES. 1. General Overview and Goats. 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 Lots ("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. 2.1 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) Providing additional parking enforcement pursuant to the NEMC 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 NEMC by Central. Central Parking System, Inc. Page 3 (c) Managing approximately two thousand six hundred and seventy-five (2,675) 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. 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 Restated Agreement are met, including but not limited to parking meter enforcement and citation issuance. City shalt be responsible for the following: Towing all "scofflaw" vehicles pursuant to the NEMC and state law. Central Parking System, Inc. Page 4 2.2 Parking Lots Parking Enforcement Central shall be responsible for the following: (a) Enforcing parking regulations relating to Parking Lots, 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. All Pay Stations shall have the capability of accepting credit card payments and pay -by -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 shall 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 flow of traffic into and out of the Parking Lots to allow public safety vehicles to enter and exit the Parking Lots during an emergency. (j) 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 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 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 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. 2.3.2 City shall be responsible for the following: (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 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 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. (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) 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 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. 2.6.9 Central shalt 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. 2.7.9 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 # 1. Central shall notify the City in writing within twenty-four (24) hours of any lost, stolen, unaccounted for or damaged Equipment (defined in Section 2.7.2 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 (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 Lots. (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 Central 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 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; 3. The number of parking citations issued by parking zone; 4. The number of parking citations issues by Parking Lot; 5. Broken/repaired 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; 3. Traffic flow and Parking Lots utilization reports; and 4. Any and all reports generated from the automated parking system. Central Parking System, Inc. Page 10 2.10 Optional Services. 2.10.1 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) 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 Attachment 1: Lot Maps Yellow shading indicates the area in which Pay Stations will be installed. a�y�MTej„J 3nbAxt Central Parking System, Inc. Page 12 Attachment 2: Status Description Invoice PO Ref VIN If applicable Date Quantity Per Restated Agreement (May 2012) Meters New Luke Pay Stations PO 34266 23 Buyout IPS Meters IPS H-13266 Buyout 2012 05/31/2012 1,325 Buyout Batteries IPS? H-13266 Buyout 2012 05/31/2012 1,325 Buyout Handhelds- AutoCites Duncan solutions INVCB001332 Buyout 2012 05/31/2012 7 Plate Recognition Infrastructure New ILPR-Rig #1 1 Paystations 1 Buyout Luke Pay Stations Digital Payment Technologies 145271 Buyout 2012 05/31/2012 8 Vehicles Buyout Ford Focus BE Sedan 2011 -MGT New Concepts Leasing H - 13266 Buyout 2012 103588 05/31/2012 1 Buyout Ford Ranger Pickup 2011 - Maint New Concepts Leasing H - 13256 Buyout 2012 I FTKRIAE4BPA17540 05/31/2012 1 Buyout Ford E-150 Cargo Van 2011- Collections New Concepts Leasing H - 13255 Buyout 2012 1 FTNE1 EW3BDA81453 05/31/2012 1 Miscellaneous Office Startup Equipment Buyout Miscellaneous Office Equipment 05/31/2012 20 Buyout Safe 05/31/2012 1 Buyout I coin Sorter 05/31/2012 1 Per Amendment No. One (April 2013) Paystations New Luke Pay Stations PO 34266 23 Vehicles New Toyota Yaris-LPRI 1 New Toyota Yaris-LPR2 1 Plate Recognition Infrastructure New ILPR-Rig #1 1 New 'LPR- Rig #2 1 New :Signage TBD New Loops TBD Central Parking System, Inc. Page 13 EXHIBIT "B" SCHEDULE OF BILLING RATES 1. Revenue 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 - $24.32/hour Shift Manager / Assistant Manager Level Employee - $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 $46,838.04 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. if, in Central 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 CPI (Los Angeles -Riverside -Orange County Central Parking System, Inc. Page 14 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 Lots 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 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 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 and/or Parking Lots rates in its sole and absolute discretion. Central shall utilize the most current parking meter and Parking Lots 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 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. Page 15 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. (a) 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 �6W Pp,4 CITY i V F NEWPORT BEACH 2pployEp City Council Staff Report Agenda Item No. 6 April 23, 2013 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Finance Department Dan Matusiewicz, Finance Director 949-644-3123, dmatusiewicz@newportbeachea.gov PREPARED BY: Evelyn Tseng, Revenue Manager APPROVED:1 TITLE: AMENDMENT NO. ONE TO THE AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH CENTRAL PARKING SYSTEM, INC. FOR PARKING METER SERVICES ("CPS"), DATED MAY 22, 2012 ("AGREEMENT") ABSTRACT: Exhibit � , Section 2.9.1 of the Restated Agreement provides that City of Newport Beach ("City") may request that CPS provide, with reasonable additional remittance and a written amendment, additional services, which may include the operation and maintenance of City's off-street parking lots, enforcement of the City's parking citation program, enforcing parking regulations and traffic control for special events, and providing license plate recognition software. On February 26, 2013, the City Council approved a budget amendment for the purchase of pay stations at the Balboa Parking Lot ('Balboa") and Corona dei Mar Parking Lot ("CdM") (collectively, "Parking Lots"), as well as the purchase of license plate recognition equipment. The proposed amendments to Exhibits ("A" and "B") of the Restated Agreement add the management and enforcement of the pay stations and Parking Lots to CPS` scope of services as well as possible enforcement opportunities elsewhere in the City. RECOMMENDATION: Approve and authorize the Mayor and City Clerk to approve an amendment to execute the attached Amendment No. One to the Amended and Restated Professional Services Agreement with Central Parking System, Inc, for Parking Meter Services (Attachment). CPS Agreement Amendment April 23, 2013 Page 2 e If approved as attached, the City will pay CPS 15% of the Parking Lot revenues, net of credit card transaction fees, for the management of the Parking Lots. CPS will not share in any parking citation revenues generated from City or CPS parking enforcement. If additional enforcement personnel are required for the increased enforcement, City shall pay CPS the hourly amounts as indicated in Schedule B of the amendment. Staff anticipates an increase in Parking Lot and citation revenues. No additional funding is required. DISCUSSION: Background In March 2011, the City outsourced its parking meter program, including enforcement services, to CPS. As a result of outsourcing the parking meter program, the City's annual parking meter revenues have increased by 24.4% during their first complete year of operation. Additionally, the efficiencies realized by outsourcing the meter program have consistently met the City's expectations of system modernization, customer -centric focus, and revenue uplift through professional parking management. On February 26, 2013, City Council approved a budget amendment for the acquisition and installation of 23 Digital Luke Machines (multi -space pay stations) for use at the Parking Lots. This budget amendment funded the purchase and installation of 23 pay - stations, two enforcement vehicles with License Plate Recognition ("LPR") technology and ancillary equipment. The equipment allows for greater efficiencies, maximization of parking revenues, and the overall improvement of operations and enforcement. The equipment also will allow for long-term savings in personnel expenses, capturing escaped parking revenues, enabling flexible pricing options and custom validation programs, and facilitating the modernization of the City's permit and meter program. CPS is a national leader in professional parking management. With offices in all major metropolitan areas in the United States, the company operates approximately 2,200 parking facilities, which combined provides over 1 million parking spaces. CPS clients include some of the nation's largest owners and operators of mixed-use projects, office buildings, hotels, stadiums and arenas, airports, hospitals, and municipalities. CPS also operates leased properties for which it provides end-to-end parking operations and management. Increased Revenues and Savings Currently, the CDM lot is not staffed, and therefore no revenue collected, during the winter months when staffing costs may exceed parking revenues. With consistent CPS Agreement Amendment April 23, 2013 Page 3 enforcement, the CDM pay stations will encourage patrons to pay for parking during the hours that the lot is operational, regardless of the time of year. In addition, staff intends to return to Council with a recommendation to change the CDM parking lot fee from flat to hourly during the off-season. The automated infrastructure of the pay stations coupled with an hourly fee will provide increased revenue opportunity and added pricing and permitting flexibility. At both Balboa and CDM lots, the technology could also provide opportunity for the City to develop customized permitting and validation programs. The City will work with the concessionaire at CDM, and the restaurants and businesses at Balboa to develop such a validation program. The amendment requires the City to pay CPS 15% of Parking Lot revenues, net of credit card transaction fees. Based on CPS' national experience at other cities that have similarly converted to pay stations, CPS estimates the new system could create a revenue uplift of $450,000 to $550,000 per year. If the amendment is approved, it will also result in the elimination of 8.1 full-time equivalent {FTE} staff positions. This is equivalent to a total of approximately 13 individual employees, most of whom work on a part-time basis. Transition and Interim Operation CPS staff may be required to operate the Parking Lots in an attended parking booth mode of operation for a short period of time until the pay stations are installed and operational. During that transitional period, CPS staff will be compensated on an hourly basis at a comparable rate to our current operation. Customer Service The customer service that CPS has provided the City in its parking meter program has been exemplary. CPS shall continue the same high level of customer service, which will include providing staff to help visitors with the pay stations, respond to complaints, answer questions, recommend places to eat/visit, and disseminate important public safety and beach policy notices to the public. CPS personnel will also provide for the safe and orderly ingress and egress of traffic at the Parking Lots to maintain public safety vehicle access and to minimize traffic impacts on adjoining streets that may result from queuing at the Parking Lot entrances. Enforcement CPS and City will work together to develop a signage package to provide clear parking payment instructions and inform patrons of parking regulations. CPS personnel shall provide fair and consistent enforcement at the Parking Lots. Enforcement personnel will monitor the lots by using efficient LPR technology, mounted on an enforcement vehicle. CPS Agreement Amendment April 23, 2013 Page 4 The payment data is available in real time and will be integrated with the City's parking permit data. The LPR enforcement vehicles will recognize vehicles that have not validly paid, or are not otherwise allowed to park due to an invalid parking permit. The amendment will also authorize the use of LPR enforcement vehicles outside of the Parking Lots, if requested by the City. Enforcement is necessary to provide a credible deterrent to illegal parking and the revenue generated from parking citations is not intended to support ongoing operations. Both CPS and the City share a mutual goal of patrons parking legally. Therefore, CPS will not share in any revenue derived from the issuance of any citations 20WI ZdauL: "4i1RO-"TAWY 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. Alternatively, staff recommends the City Council find this action is categorically exempt pursuant to CEQA Section 15303 because it involves the installation of a limited number of small pay station structures. 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: an Matusiewicz Finance Director Attachment: Amendment No. 1 to the Amended and Restated Professional Services Agreement with Central Parking Systems, Inc. for Parking Meter Services 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 21m Avenue South, Nashville, TN 37212 and is made with reference to the following: 11 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 Dining 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) IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATJQR]NEVS OFFICE 0 Aaron C. Harp City Attorney ATTEST: Date: Leilani I. Brown City Cleric CITY OF NEWPORT BEACH, A California municipal corporation Date: 2 Keith D. Curry Mayor CENTRAL:CENTRAL INC., a Tennessee,6ori Edward E. Simmons Executive Vice President SYSTEM, [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services (including two attachments) Attachment 1: Lot Maps Attachment 2: Equipment Exhibit B — Schedule of Billing Rates Central Parking System, Inc. Page 2 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 Lots ("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") andtor 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. 2.1 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) 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 (c) Managing approximately two thousand six hundred and seventy-five (2,675) City - owned metered parking spaces ("Original Spaces). (d) Collecting all parking meter revenues, daily or as otherriise 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. (1) 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 pian, 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 Parking System, Inc. Page 4 2.2 Parking Lots Parking Enforcement Central shall be responsible for the following: (a) Enforcing parking regulations relating to Parking Lots, 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. All Pay Stations shall have the capability of accepting credit card payments and pay -by -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. (a) 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 shall 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 flow of traffic into and out of the Parking Lots to allow public safety vehicles to enter and exit the Parking Lots 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 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 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 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. 2.3.2 City shall be responsible for the following: (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 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:O0 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 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 actiOles. (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 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) Hiring, training and supervising its staff members. Central staff members assigned to the Services are employees of Central and shalt 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. 2.6 Training and Customer Service. Central Parking System, Inc. Page 7 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 # 1. Central shall notify the City In writing within twenty-four (24) hours of any lost, stolen, unaccounted for or damaged Equipment (defined in Section 2.7.2 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 repairingfreplacing 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. (c) Implementing and following a regular preventive maintenance schedule for all Pay Stations and parking meters. Central Parking System, Inc. Page 8 (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 Lots. (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 shalt reimburse Central 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 original agreement and the new equipment purchased in the Restated Agreement (May 2013) is provided in Attachment 2. 2.8 Safety. 2,81 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 Central Parking System, Inc. Page 9 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 NEMC 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 W), depending on parking volumes. (e) Providing monthly reports detailing: 1. Revenues collected by parking zone; 2. Revenues collected by Parking Lot; 3. The number of parking citations issued by parking zone; 4. The number of parking citations issues by Parking Lot; 5. Broken/repaired 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; 3. Traffic flow and Parking Lots utilization reports; and 4. Any and all reports generated from the automated parking system. 2.10 Optional Services. 2.10.1 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) Enforce and manage the City's parking permit program. Central Parking System, Inc. Page 10 (b) Manage and process City's parking citation program. (d) Upon City's written request for any of the services referenced in subsections "a" through V' 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 Attachment 1: Lot Maps Yellow shading indicates the area in which Pay Stations will be installed. X14 ...... 3nb30pbt�.,�� Central Parking System, Inc. Page 12 Status Description Invoice PO Ref VM If applicable pate quantity iPur flrininalAnnaamnnf (Mav 40121 I Motors Nm Luke Pa Stations JPO 34266 23 B put LOS Meters IPS H-13286 Buyout 2012 Vehicles 05131112012 11,325 8 out Batteliss IPS? H-13286 Buyout 2012 Naw 0613112012 1,328 Buyout Handheldo- AutoQtes Duncan solutions INV.CB001832 Buyout 2012 OM112012 7 Plate Recognition infrastructure New LPR- Rig *1 1 Pa dans LPR- Rig #2 t Buyout Luke Pay Stations Digital Payment Tachrwlogles 145271 Buyout 2012 Naw 051311/2012 a Vehicles 8 out Ford Focus BE Sedan 2011 -MOT New Concepts Leasing t4 13288 Buyout 2012 103588 0513112012 1 Buyout Ford Ranger Pickup 2011 -Malnt Naw Conoopts Laming I+ 113266 Buyout 2012 ' 1FMR1AE4BPA17540 05!3112012 1 Buyout Fon! E-150 Cargo Van 2011- Collections New Concepts Leasing H - 13256 Buyout 2012 1FTNEtEV438110/483 05!3112012 1 Miscellaneous Office"!we !Sulpmont Buyout Miscatlarsxws Olsce Equi ent 05/31/2012 20 Buyout Sat, 05!3172012 1 8 cut Cdr Sorer 05t3112012 T i Per Restated Agreement (May 2013 Pa dons Nm Luke Pa Stations JPO 34266 23 Vehicles New Toyota Yarls-LPRI 1 Naw Toyota Yaris-LPR2 1 Plate Recognition infrastructure New LPR- Rig *1 1 Neu LPR- Rig #2 t Nov Signage TBD Naw Lopes TBD Central Parking System, Inc. Page 13 EXHIBIT "B" SCHEDULE OF BILLING RATES 1. Revenue 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 (15s') 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 30`h 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 W, Section 2.2(k), City shall pay to Central: Ambassador Level Employee - $19/hour Supervisory Customer Service Level Employee - $24.32/hour Shift Manager t Assistant Manager Level Employee - $30.401hour 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 $46,838.04 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. If, in Central 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 CPI (Los Angeles -Riverside -Orange County Central Parking System, Inc. Page 14 All Urban Consumers) plus one percent (1%) or by three percent (3%), whichever is less. (b) City shall receive and keep ail parking meter and Parking Lots revenue which shall be deposited daily (or other deposit schedule directed by City) by Central with the City pursuant to Section 21(a) of Exhibit W below. (c) For parking meter revenues only (this provision excludes all Parking Lots revenues), by August 314t 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 (11.6%) 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 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 shalt pay Central's Bonus on or before September 30th of the applicable year. (d) All 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) 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 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 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. Page 16 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 Cots 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 CITY OF NEWPORT BEACH z3-)-� CITY ATTORNEY'S OFFICE DATE: April 23, 2013 TO: Leilani 1. Brown, City Clerk FROM: Kyle E. Rowen, Deputy City Attorne� SUBJECT: Agenda Item No. 6: Revised Amendment No. 1 to the Amended and Restated Professional Services Agreement with Central Parking System, Inc. Attached please find a revised Amendment No. 1 to the Amended and Restated Professional Services Agreement with Central Parking System, Inc. for Agenda Item No. 6 on tonight's City Council meeting agenda. This revised Amendment No. 1 is being presented to correct the following scrivener's errors: 1. The word "an" has been added to the second sentence on Page 7 in Section 2.5.1(c); 2. The references to the agreements have been clarified on Page 9 in Section 2.7.2(e); 3. The lettering for the subsections on Page 11 in Section 2. 10.1 has been corrected; and 4. The references to the agreements have been clarified on Page 13 in Attachment 2. 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 211t 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] 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 ASC. Harp City Attorney CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Keith D. Curry Mayor ATTEST: CENTRAL: CENTRAL PARKING SYSTEM, Date: INC., a Tennessee corporation Date: By: By: Leilani I. Brown Edward E. Simmons City Clerk Executive Vice President By: David Jenkins Senior Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services (including two attachments) Attachment 1: Lot Maps Attachment 2: Equipment Exhibit B — Schedule of Billing Rates Central Parking System, Inc. Page 2 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 Lots ("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. 2.1 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) 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 (c) Managing approximately two thousand six hundred and seventy-five (2,675) 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 shalt 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. Q) 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 NBMC and state law. Central Parking System, Inc. Page 4 2.2 Parking Lots Parking Enforcement Central shall be responsible for the following; (a) Enforcing parking regulations relating to Parking Lots, 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. All Pay Stations shall have the capability of accepting credit card payments and pay -by -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 shall 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 flow of traffic into and out of the Parking Lots to allow public safety vehicles to enter and exit the Parking Lots 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 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 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 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. 2.3.2 City shall be responsible for the following: (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 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 sere 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 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. (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) 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 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 # 1. Central shall notify the City in writing within twenty-four (24) hours of any lost, stolen, unaccounted for or damaged Equipment (defined in Section 2.7.2 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 (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 Lots. (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 Central 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 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; 3. The number of parking citations issued by parking zone; 4. The number of parking citations issues by Parking Lot; 5. Broken/repaired parking meters; 6. Broken/repaired Pay Stations; 7. Customer complaints; and 8. tither 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; 3. Traffic flow and Parking Lots utilization reports; and 4. Any and all reports generated from the automated parking system. Central Parking System, Inc. Page 10 2.10 Optional Services. 2.10.1 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) 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 Attachment 1: Lot Maps Yellow shading indicates the area in which Pay Stations will be installed. Central Parking System, Inc. Page 12 Attachment 2: Status Description Invoice PO Ref VIN If applicable Date Quantity Per Restated Agreement (May 2012) Meters New Luke Pay Stations PO 34266 23 Buyout IPS Meters IPS H-13266 Buyout 2012 05/31/2012 1,325 Buyout Batteries IPS? H-13266 Buyout 2012 0513112012 1,325 Buyout Handhelds- AutoCites Duncan solutions INVCB001332 Buyout 2012 05/31/2012 7 Plate Recognition Infrastructure New LPR- Rig #1 1 Paystations 1 Buyout Luke Pay Stations Digital Payment Technologies 145271 Buyout 2012 05/31/2012 8 Vehicles Buyout Ford Focus SE Sedan 2011 -MGT New Concepts Leasing H - 13266 Buyout 2012 103588 05/31/2012 1 Buyout .Ford Ranger Pickup 2011 - Maint New Concepts Leasing H - 13256 Buyout 2012 1FTKRIAE48PA17540 05/31/2012 1 Buyout Ford E-150 Cargo Van 2011- Collections New Concepts Leasing H - 13255 Buyout 2012 1FTNEIEW3BDA81453 05/31/2012 1 Miscellaneous Office Startup Equipment Buyout M[scellaneous Office Equipment 05/31/2012 20 Buyout Safe 05/31/2012 1 Buyout ICoin Sorter 05/31/2012 1 Per Amendment No. One April 2013 Paystations New Luke Pay Stations PO 34266 23 Vehicles New Toyota Yaris-LPRI 1 Naw Toyota Yaris-LPR2 1 Plate Recognition Infrastructure New LPR- Rig #1 1 New LPR- Rig #2 1 New Signage TBD New Loops TBD Central Parking System, Inc. Page 13 EXHIBIT "B" SCHEDULE OF BILLING RATES 1. Revenue 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 "K, Section 2.2(k), City shall pay to Central: Ambassador Level Employee - $19/hour Supervisory Customer Service Level Employee - $24.32/hour Shift Manager / Assistant Manager Level Employee - $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, /.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 $46,838.04 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. If, in Central 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 GPI (Los Angeles -Riverside -Orange County Central Parking System, Inc. Page 14 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 Lots 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 (18.5%) 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 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 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 and/or Parking Lots rates in its sole and absolute discretion. Central shall utilize the most current parking meter and Parking Lots 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 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. Page 15 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 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 J?, day of V , 2012 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. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. 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 tasks of the Scope of Services in its sole discretion. 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 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, 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. No 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. 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 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. ADMINISTRATION 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 RESPONSIBILITIES 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. 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 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 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 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 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 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 Restated 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 Parking 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 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. 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 AGAINST 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 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 costs incurred under this Restated 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 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 personally, or on the third (3`d) 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 3300 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 Fax: (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 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 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. INTEGRATE® 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. AMENDMENTS 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. 35. CONTROLLING LANK 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. NO 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. 38. 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. [SIGNATURES ON NEXT PAGE] Central Parking System, Inc. Page 13 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: Sri r z By: Aaron C. Harp City Attorney ATTEST: /// Date: B. �L ' ani, . Brown City Clerk T CITY OF NEWPORT BEACH, A California myynicipal corporation Date: /��(v//L -- Nancy Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: \i By: James W: Bond Executive Vice President Date: 17_ By. Henry J. Abbott 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 EXHIBIT "A„ SCOPE OF SERVICES SCOPE OF WORK ON -STREET ARID 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. 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 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 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 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 following: (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 (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 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 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) 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 2.6 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 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. 2.6.2 Parking Meter Equipment (a) Under 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 (10) 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 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 (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 Restated Agreement. Central Parking System, Inc. Page 21 EXHIBIT "B„ SCHEDULE OF BILLING RATES 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 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. (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 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 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 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: 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 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 23 EXHIBIT 61011 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 Q 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. If requested, be able to respond knowledgeably and professionally regarding the task that you are performing. Q 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. a Listen first for content, defer personal judgment, and concentrate on the main issue. 2. Point of Contact - Individual Telephone Line Answering the Telephone Properly o 85% of all calls should be answered within 3 rings if you are available. o Ensure Central's employees have adequate content knowledge of parking regulations and the City. Q Answer the telephone professionally and politely in a consistent manner. o Present a positive tone. o Greeting should clearly identify your name. o Listen first for content, defer personal judgment, and concentrate on the main issue. o 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. o Do not use voice mail to avoid answering the phone if you are available. o If you want to talk to a customer on the speakerphone, ask if they mind first. Connecting a Caller o Always ask if the caller would like to be connected. o 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). 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 -i� All voice mail messages need to clearly state that the customer has reached Central and your name. ei! Provide an option to reach a "live body". o If no live body option is available, leave an alternate name and telephone number for the customer to reach. o Return all telephone calls within one business day. 4? 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. 4� 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 4 Ask callers if they have received the information they requested and if they understand it. a Ask if there is anything else you can do for them. 4 Thank them for calling. o Allow callers to hang up first. o Always put the receiver down gently. 3. Customer Service Training: Complaint Management o Keep a cool head' Smile/be polite Listen without interrupting Q Ask questions/document o Call them by name/don't be too familiar/remain professional ,� Offer your assistance o Don't say no immediately o Know your limits/don't act defensively Q 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 4 How to handle profane or inappropriate language by customer: Central Parking System, Inc. Page 25 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: 44Y Z2 20i Z. By: James Hf Bond ` Executive Vice President Date: lln421 27-1 �bj2 By: HenryJ. Abb Secretary [SIGNATURES CONTINUE ON NEXT PAGE] Page 1 of 2 APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date:' t By: I� Aaron C. Harp City Attorney ATTEST: 5 , �0 . I Date: By: dw'4' wp,-"/ Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date:S1:24 1 1-, By: t �-,I, David --K' , City Manager [END OF SIGNATURES] Page 2 of 2 .� I''r' ,�blif�l� I� ;f�i�� i;l•'i�i�'i 1 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, Revenue Manager APPROVED: c--' � TITLE: Amendment of the Agreement for Parking Meter Services between the City of Newport Beach ("City") and Central Parking System, Inc. ("CPS"), dated March 31, 2011 ("Original Agreement") ABSTRACT: City staff and CPS find it mutually beneficial to refine and amend the Original Agreement to eliminate finance costs incurred by the City and to adjust the payment structure based on a full year of financial information and the final revenue collections for 2011. The proposed amendment (Attachment "A") simplifies and provides an annual operating guaranteed payment to CPS at a fair return and allows the City to eliminate costly financing charges for the purchase of equipment and infrastructure. RECOMMENDATION: Staff recommends that City Council authorize the Mayor and City Clerk to: Approve an amendment to the Agreement which would a. Pay Central $700,000 annually for its services; and b. Authorize the Finance Director to pay approximately $618,000 to cash fund the capital costs of the parking meter equipment and infrastructure, saving the City approximately $240,000 in finance charges over the terms of the equipment leases. C. Authorize the City Manager to appropriate $618,000 from the FY 2011-12 General Fund operational savings (010-3605) to be expended for the purchase of all parking meter equipment and infrastructure. Amendment of the Agreement for Parking Meter Services between the City of Newport Beach ("City") and Central Parking System, Inc. ("CPS"), dated March 31, 2011 ("Original Agreement') May 22, 2012 Page 2 FUNDING REQUIREMENTS: There is sufficient funding in the FY 2011-12 Finance department budget for the $700,000 payment to CPS. There is currently sufficient General Fund FY 2011-12 operational savings to pay the estimated at $618,000 for the payoff of the parking meter equipment and infrastructure. DISCUSSION: Background The City entered into the Original Agreement with CPS on March 31, 2011. The four key goals identified for CPS were: • Maximize parking meter revenue • Increase the quality of services to the public a Modernize parking meter equipment and infrastructure; and o Streamline and improve parking enforcement service CPS met all four goals within its first full year of operations. PARKING METER REVENUE CPS has increased parking meter revenues by almost 25% in their first full year of operation. Staff expects this percentage to continue to grow. A table comparing the parking meter revenues collected from May 2011 through April 2012 to the previous year is provided here. QUALITY OF SERVICES CPS provides enhanced meter services which ensure frequent revenue collection and the rapid repair of broken meters, resulting in decreased revenue downtime. CPS also delivers excellent customer service, as evidenced by their 24 hour response to customer complaints and concerns. Staff finds that they are committed to continually enhancing customer service operations. Amendment of the Agreement for Parking Meter Services between the City of Newport Beach ("City") and Central Parking System, Inc. ("CPS"), dated March 31, 2011 ("Original Agreement") May 22, 2012 Page 3 PARKING METER EQUIPMENT & INFRASTRUCTURE CPS installed 1,325 state-of-the-art credit card single-space and 7 multi -space meters within the agreed upon deadline. The credit card option facilitates payment for parking, and allows more options for customer payment, which increases customer satisfaction. CPS reports show that customers are using credit cards at the meters 43% of the time. PARKING ENFORCEMENT a4 e �2iSE,.;:=3;ru7wi £ 4c '�is10N 2'^j�flC- f�yt ' f Loom fuse of Par tlu� t a ns ssuetl 70 NINE i9it .. ri . N, ; = It is in the City's and CPS' best interest for customers to pay the meters rather than receive citations. In the future, staff expects the parking citation revenue to level out as compliance with parking meter payment increases. CPS' enforcement ambassadors increased collectible parking meter citation revenues by 36%, or $341,727, while continuing to encourage customers to pay the meter before issuing the citation. The proposed amendment will not change the provision that the City receive 100% of citation revenues. ORIGINAL CPS AGREEMENT PAYMENT STRUCTURE In the Original Agreement, parking revenues were to be distributed as follows, so long as the revenues were available: 1. $3,010,351 to the City; 2. $1,186,617 to CPS ($804,855 for operating expenses and profit; $381,762 for reimbursement for the amortized portion of the new parking meters and supporting equipment); then 3. 11.5% remaining revenues to CPS (until March 31, 2013); 16.5% remaining revenues to CPS (from April 1, 2013 to March 31, 2015); and 21.5% remaining revenues to CPS (from April 1, 2015 until expiration/termination of the Agreement). Amendment of the Agreement for Parking Meter Services between the City of Newport Beach ("City") and Central Parking System, Inc. ("CPS"), dated March 31, 2011 ("Original Agreement") May 22, 2012 Page 4 AMENDMENT OF AGREEMENT In reviewing this year's performance and revenue collection process with CPS, staff agreed that it would be mutually beneficial to simplify the complicated payment structure in the Original Agreement and replace it with a $700,000 annual payment for operating expenses, and CPS agreed to a lower annual operational reimbursement. Part of the reason to restructure the Original Agreement is based on an analysis staff conducted regarding the foundational data used as a basis for the payment structure adopted by Council. The City's revenue estimates, provided to all the vendors during the Request for Proposal process and used by CPS to estimate their revenue flow for seven years of operation, were optimistic. Staff found that unseasonably cold summer and spring weather experienced during FY 2010-11 produced an unanticipated revenue shortfall during their first operating year. The Original Agreement inadvertently penalizes CPS for the poor economic conditions of FY 2010-11, but the proposed amendment would assure that CPS is adequately reimbursed for their operating costs. The bonus payments from the Original Agreement shall remain the same to incentivize CPS, and so CPS can share in the proceeds of excess revenue of which they are a significant contributor. For the reasons mentioned above, this structure does not reimburse CPS adequately to cover their day-to-day operations. The City and CPS want this partnership to thrive, but it cannot do so if CPS cannot cover their basic operational expenses in this or any year of the Original Agreement. In the proposed amendment, CPS will be paid $700,000 annually (on a monthly basis) for their services, and the City will retain all parking meter revenues regardless of amount. CPS will be paid a bonus only if parking meter revenues exceed $3,400,000, then any excess above the $3,400,000 would be shared as follows: 11.5% of revenues > $3.4 million to CPS (until April 30, 2013); 16.5% of revenues > $3.4 million to CPS (from May 1, 2013 to April 30, 2015); 21.5% of revenues > $3.4 million to CPS (from May 1, 2015 until expiration/ termination of the Agreement). The City projects parking meter revenues for FY 2011-12 to be $3,700,000, an increase of $700,000 compared to FY 2010-11. Collectible parking citation revenues for FY 2011-12 are estimated to be $1,300,000, an increase of $340,000 over the previous year. The City typically experiences a collection rate of 70%, which means actual increased citation revenue to the City would be approximately $238,000. If the payment structure is amended, CPS will be assured their payment of $700,000 plus $34,500 of bonus revenue, and City will receive additional revenue of $938,000, all contemplated with the Original Agreement but executed in a different manner. The net increased revenue to the City would be $203,500 in FY 2011-12. Amendment of the Agreement for Parking Meter Services between the City of Newport Beach ("City') and Central Parking System, Inc. ("CPS"), dated March 31, 2011 ("Original Agreement') May 22, 2012 Page 5 EQUIPMENT PURCHASE CPS entered into various purchase or lease agreements in order to obtain parking meters and other related equipment for the City. Pursuant to the Original Agreement, the City was to pay $381,762/year to CPS for the amortized portion of those leases. After working with CPS, and reviewing their leasing arrangements, the City has determined it could save approximately $240,000 by paying off the leases as of May 31, 2012. The payoff amount is anticipated to be $618,000 (see Attachment "B" for list of equipment and amounts). The amendment would also allow City to pay cash, or self finance, all future purchases of parking meter equipment. FINANCE COMMITTEE APPROVAL On Monday, May 7, 2012, staff provided this amendment and background to the Finance Committee. The Committee agreed with the amendment and authorized staff to forward this item to Council. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this project exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15302 (Replacement or Reconstruction) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because the replacement of existing parking meters with new parking meters has no potential to have a significant effect on the environment. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Prepared by: Submitted by: Tracy McCr4der Dav Kiff Finance Director City Manager Attachments: A. Proposed Amendment with Central Parking Systems B. Equipment List and Payment Amounts ATTACHMENT A AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT WITH CENTRAL PARKING SYSTEM, INC. FOR PARKING METER SERVICES THIS AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT FOR PARKING METER SERVICES ('Restated Agreement') is made and entered into as of this day 'of2012 by and between the City of Newport Beach; a California municipal corporation ("City'), and Central Parking System, Inc., a Tennessee -corporation licensed to do business in California ("Central"), whose address is 2401 21$f 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 SERVICESAGREEMENT 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. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. 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 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 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 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, 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. No 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. ADMINISTRATION 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 RESPONSIBILITIES 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 r 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 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. 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 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 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 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 Restated 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 Parking 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 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. Central Parking System, Inc. Page 7 r 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 AGAINST 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 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 costs incurred under this Restated 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 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. 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 personally, 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 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949-644-3153 Fax: 949-64473073 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 Fax: (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 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 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. INTEGRATE® 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. 39. 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. AMENDMENTS 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. 35. CONTROLLING LAVH 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. NO ATTORNEYS'FEES In the event of any dispute or legal action arising under this Restated Agreement the prevailing parry shall not be entitled to attorneys' fees. 38. COUNTERPARTS This Restated Agreement maybe 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. [SIGNATURES ON NEXT PAGE] Central Parking System, Inc. Page 13 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: S n r L By: Aaron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City- Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Nancy Gardner Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: O V i 24 �7�012 T— By i `i�ccr James "and Executive Vice President Date: 17_ By:,Qor HenryJ. Abb6tt 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 EXHIBIT «A" SCOPE OF SERVICES SCOPE OF WORK ON -STREET AND OFF STREET PARK) NG 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 fleeter 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. 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 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 -.11 -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 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 following: (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. 2.3.9 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. 2.4.9 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 (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 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 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) 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 2.6 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 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. 2.6.2 Parking Meter Equipment (a) Under 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 (10) 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 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 (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; I 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 Restated Agreement. Central Parking System, Inc. Page 21 EXHIBIT «B99 SCHEDULE OF BILLING RATES 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 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. (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 31St of that same year, City shall reconcile the previous fiscal year's (July 15t through June 30t) parking meter revenues, less credit card processing fees, and if parking meter revenue exceeds three million flour 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 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 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: 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 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 23 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 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, 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. 4 Greeting should clearly identify your name. 4 Listen first for content, defer personal judgment, and concentrate on the main issue. 4 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 24 4 Introduce the caller and explain the issue to the receiving party. Voice Mail 4 All voice mail messages need to clearly state that the customer has reached Central and your name. 4 Provide an option to reach a "live body". 4 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. 4 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. 4 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 4 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. 4 Thank them for calling. 4 Allow callers to hang up first. 4 Always put the receiver down gently. 3. Customer Service Training: Complaint Management 4 Keep a cool head 4 Smile/be polite 4 Listen without interrupting 4 Ask questions/document 4 Call them by name/don't be too familiar/remain professional 4 Offer your assistance 4 Don't say no immediately 4 Know your limits/don't act defensively 4 Demonstrate you understand the customer's point of view 4 If the error was at your end, briefly explain where things went wrong and what has been done to correct the problem 4 How to handle profane or inappropriate language by customer: Central Parking System, Inc. Page 25 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 j 1, N N N In N N N V1 N N Wi M V A [O N a IF n N O N 'Vl N N N N y N N N V1 N N N V m N M tmp i0 O \ y Y1 a Jy m � � 0 o y N N N N H Z ti vm Op C ro in °n' r u a Vl Vl N N N N N N N N Ol M V lO N N V m N M tmp i0 O \ y Y1 a m � � 0 o y N N N N H Z ti vm Op C ro in °n' r u N f V R N N in N a' N v n o N m m v VI d N N M T U v J N Vi N N N LI 7 67 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 3)4' day of arch , 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 215` 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. 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 parry 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 Date: By: David R. Hunt City Attorney ATTEST: Date: y 6 I By: aW IM; 0. �"� Leilani I. Brown City Clerk ,T1 Wpn CITY OF NEWPORT BEACH, A Califoda municipal corporation Bv: , I I r Michael F. Henn Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: By: �t `GFL't- wes+ e Lv+tsa. V %cm P ad�c�an� /hAe-c'pl '3; z411 By: A ll,* Henry r Ab'tiott 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 ARID 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 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 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 Centrad 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. Central will obtain all parking meters and related equipment required under this Agreement via a Parking Meter Lease Agreement with a third -party manufacturer/distributor ("Lease"). In the event of Central's 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 have the right to assume Central's position under the Lease and cure any default due to Central's missed payment, breach, or other action or omission under 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 Lease 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 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. Central Parking System, Inc. Page 18 (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 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. Central Parking System, Inc. Page 19 (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 20 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 (defined as any parking meter revenues received, net of credit card processing, above City's Guaranteed Income amount), 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"). If Adequate Parking Meter Revenue exists, City shall pay Central three hundred and eighty-one thousand seven hundred and sixty-two dollars ($381,762) per year for each of the seven (7) years of the Agreement ($2,672,334 total) 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 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 $1,186,617 per year) 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 (30`h) day of each month of the term hereof, with the first such payment to be 1 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 ($3,010,351) each year throughout the Agreement's seven (7) year term, and how 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 may be years when Central's payment is less than one million one hundred and eighty-six thousand six hundred and seventeen dollars ($1,186,617) (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 end of the Agreement's term. Central Parking System, Inc. Page 21 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 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 Central the difference, if any, between: (1) the Central Overhead Amounts due Central for such year and (2) the amounts already 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 bonus ("Central's 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 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 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 how 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 given year (netting out credit card processing fees, which is estimated to be $100,000 ), 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 If only $3,000,000 in parking meter revenue is 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. In the following year, if Adequate Parking 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 as follows: 2 The bonus breakdown demonstrated within this example will change 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. Page 22 Year One, assuming $3,000,000 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 $803,032 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 $383,585 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 following $1,419,447 shall be shared between the City and Central pursuant to Section 1(c)(ii) 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 up 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 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 shall be charged at Central's direct cost without any additional mark 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 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. Central Parking System, Inc. Page 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 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 24 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 A Introduce yourself, giving your name and your department. 4- Ask for the customer's name and use it throughout the conversation. a Be friendly, courteous and helpful in all situations. a If requested, be able to respond knowledgeably and professionally regarding the task that you are performing. A 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. a Listen first for content, defer personal judgment, and concentrate on the main issue. 2. Point of Contact - Individual Telephone Line Answering the Telephone Properly a 85% of all calls should be answered within 3 rings if you are available. A Ensure Central's employees have adequate content knowledge of parking regulations and the City. Answer the telephone professionally and politely in a consistent manner. a Present a positive tone. a Greeting should clearly identify your name. a Listen first for content, defer personal judgment, and concentrate on the main issue. a 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. a 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. Give the caller the telephone number prior to the connection. a 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). A Verify the person you are connecting to is on the line before you hang up. Central Parking System, Inc. Page 25 A- Introduce the caller and explain the issue to the receiving party. Voice Mail A All voice mail messages need to clearly state that the customer has reached Central and your name. 4 Provide an option to reach a "live body". A If no live body option is available, leave an alternate name and telephone number for the customer to reach. A Return all telephone calls within one business day. a 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. A 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. a Use voice mail as if you were sending a memo. Leave specific messages of why you are calling and whatinformation you may need. Closing a Call a Ask callers if they have received the information they requested and if they understand it. a Ask if there is anything else you can do for them. A Thank them for calling. o Allow callers to hang up first. A Always put the receiver down gently. 3. Customer Service Training: Complaint Management a Keep a cool head a Smile/be polite A Listen without interrupting Ask questions/document A Call them by name/don't be too familiar/remain professional A Offer your assistance a Don't say no immediately a_ Know your limits/don't act defensively a Demonstrate you understand the customer's point of view A If the error was at your end, briefly explain where things went wrong and what has been done to correct the problem A How to handle profane or inappropriate language by customer: Central Parking System, Inc. Page 26 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 27 � �EwaoRr CITY OF = �i N EW PO City Council 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:"lu l�ll� 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. Miring 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 ARID 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: Tracy MCCr'aner 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 2151 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 certrfies 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 of 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: L'-' Assistant City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Michael F. Henn Mayor CENTRAL: CENTRAL PARKING SYSTEM, INC., a Tennessee corporation Date: By: James H. Bond Executive Vice President Bv: 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 meters 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. Q) 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 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: 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 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 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. 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. 4 Greeting should clearly identify your name. 4 Listen first for content, defer personal judgment, and concentrate on the main issue. 4 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 a Introduce the caller and explain the issue to the receiving party. Voice Mail a All voice mail messages need to clearly state that the customer has reached Central and your name. a Provide an option to reach a "live body". a If no live body option is available, leave an alternate name and telephone number for the customer to reach. a Return all telephone calls within one business day. a 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. A 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 L- Ask callers if they have received the information they requested and if they understand it. a Ask if there is anything else you can do for them. a Thank them for calling. a Allow callers to hang up first. a Always put the receiver down gently. 3. Customer Service Training: Complaint Management a Keep a cool head A Smile/be polite g Listen without interrupting a Ask questions/document a Call them by name/don't be too familiar/remain professional A Offer your assistance A Don't say no immediately A Know your limits/don't act defensively o Demonstrate you understand the customer's point of view e If the error was at your end, briefly explain where things went wrong and what has been done to correct the problem a 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" I ` City of, Ne`wporBeach, : - Today/ ` Fa112Ua1�1 ` Partkirig'tOperations �;' 0 9-449 spaces 1 -Balboa = yCanrr_actpr Gty�„ Contractor` Cty .. Parking Lots - Pay Station Lots - Individual Metered Lots -Staffed Lots - Pay as you Enter - Pay as you Leave Parking Meters Coin -Operated Individual Credit Card meters -Consolidated Pay Stations 'Estimates based on early analysis by Central. ' Can pay by currency, credit cards, cell phone. 4-229 spaces 0 0 4-229 spaces 9-449spaces 0 0 9-449 spaces 1 -CDM 0 1 -CDM 0 1 -Balboa 0 1 -Balboa 0 1000/2600' 2600 0 0 includes pay -by hone 1325/2600' 0 0 0 includes pay -by hone 6 0 0 11/2600' Contracting out of Parking Meters and Meter Enforcement; Approval of Central Parking System, Inc. Agreement March 22, 2011 Exhibit "C" of Newport Beach: Revenue Distribution/Infrastructure Replacement (Per Exhibit B): Minimum Annual Revenue Guarantee Operational savings to City by outsourcing Infrastructure Replacement (paid by Central) Total Cost Savings and Revenue Guaranteed by Contract .................... Bonus (revenue share 88.5%) of all revenue in excess of $4,196,968. (700,000 estimated for year 1) * Guaranteed Amount $ 3,010,351 500,000 381,762 $ 3,892,113 Estimated Economic Benefit to City (Year 1) ..................................................... Central Parking System, Inc.: "IF" adequate parking meter revenue exists, City will pay Central the following (Per Exhibit B): Amortization of Infrastructure/Supporting Equipment Operations and Management Fee $ 381,762 Total Amount Estimated $ 3,892,113 * 619,500 4,511,613 $ 381,762 Total Minimum Guarantee Payment to Central Before "Excess Revenue" Distribution to City and Central * $ 1,186,617 Bonus (revenue share 11.5%) of all revenue in excess of $4,196,968. ($700,000 estimated for year 1) * 80,500 Total Estimated Economic Benefit to Central Parking System, Inc. (Year 1) ...................... $ 1,267,117 * Bonus to be paid only after City and Central minimums have been paid respectively. "RECEIV D AFTER AGENDA PRINTED:" 2-2Z 1 I 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 (30"') 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 ■■■J m is �u��1L• 4�\IYUO Beffiva9 Hemove Beach c®uu muunoty Wsseclealan P8 Box 886 ^ Newport Beach, CO.92661.0886 www.CentralbewpomOrg 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: -V, �.j-1 R AC`N:'JA 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: • 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