HomeMy WebLinkAbout05 - CPS Parking Meter Services Amendmentp� SEW PpR �
CITY OF
ow�'P City Council Staff Report
Agenda Item No. 5
May 22, 2012
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: "e, /(—A ,
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
• Modernize parking meter equipment and infrastructure; and
• 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
Parking Meter Revenue
Year Ended April 2011 vs. April 2012
" "May - April 2012 $ 3,605,381
May - April 2011 2,898,059
Variance $ 707,323
$Increase $ 707,323
% Increase 24.41%
denotes that amounts are net of credit card fees ($E
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
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.
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.
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).
Comparison of
Parking Citations Issued
Year Ended April
2011 vs. April 2012
Dates
# of Citations
Amount $
May -April 2011
17,846
959,911
May - April 2012
22,609
1,301,638
$Increase
4,763
341,727
% Increase
26.69%
35.601
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.
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.
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 Newporl 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
Finance Committee. The Committee agreed
to forward this item to Council.
ENVIRONMENTAL REVIEW:
this amendment and background to the
with the amendment and authorized staff
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 McCr er Dave 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 of , 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 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.
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.
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 (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
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.
K-0' 1_1119=1:a
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. 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 LAW 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: '5/11
r z
By: 14C
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: ISOr; 412&12
B Y
James Bond
Executive Vice President
Date: 17
By:
Henry J. Ab ti
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 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 "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.
r Be friendly, courteous and helpful in all situations.
j? 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.
Listen first for content, defer personal judgment, and concentrate on the main issue.
2. Point of Contact - Individual Telephone Line
Answering the Telephone Properly
Q 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.
o? Answer the telephone professionally and politely in a consistent manner.
o Present a positive tone.
o Greeting should clearly identify your name.
Q 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.
Q Do not use voice mail to avoid answering the phone if you are available.
Q 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.
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 ".
# If no live body option is available, leave an alternate name and telephone number for
the customer to reach.
t 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.
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.
4 Ask if there is anything else you can do for them.
s Thank them for calling.
f Allow callers to hang up first.
s 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
? Ask questions /document
4 Call them by name /don't be too familiar /remain professional
s Offer your assistance
4 Don't say no immediately
s Know your limits /don't act defensively
s 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 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
I,� ` r ((6. i0l ) � (" ! ��I X01.
Projected city Payout
City Remittals to CPS
Net Due to CPS
$
1,031,899.26
$
(413,575.50)
$
618,323.78
IPS LEASE
Meter Lease Term Total
Meter Lease Residual
Previous Lease
lease
5 year w /residual
Payments through 5/31
Buy Out Quote
$
$
$
1,055,007
192,814
626,309
Payments
Buy -Outs Through
�,
Item
Vendor
Payment
Direct Purchases
Through 5 /31112
- 5/31/12
Total
IPS Meters & Replacements
IPS
Leased
$ 192,814
$ 626,309
$ 819,123
3 Ford Vehicles
New Concepts Leasing
Leased
5 15,534
$ 69,123
$ 84,657
Copier/ Scanner
California Office System
Leased
$ 2,799
$ 8,334
$ 11,134
7 Luke Machines
Digital Payment Tech
Purchased
$ 52,647
$ 52,647
Handhelds/ Setup and Programming
Duncan Parking Tech
Purchased
$ 49,466
$ 49,466
5 Bikes
Jax Bikes
Purchased
5 2,795
$ 2,795
Start Up Costs
Various
Purchased
$ 12,077
$ 12,077
Totals
$ 116,985
$ 211,148
$ 703,766
$ 1,031,899
Less City Capital'Avances
To Central Through 5 /31/12
$ (413,576)
Net Due to CPS
$ 618,324
IPS LEASE
Meter Lease Term Total
Meter Lease Residual
$
$
922,627
132,380
5 year w /residual
Payments through 5/31
Buy Out Quote
$
$
$
1,055,007
192,814
626,309
Vehicle Lease Term Total 5 71,697
Vehicles Lease Residual $ 17,000
5 Year w /residual $ 88,697
Payments through 5/31 $ 15,534
Copier Lease Tenn Total $ 7,752
Payments through 5/31 $ 2,799
Pending verification of direct expenditures and tease amounts. •' Total Gross Savings From Buyout $ 239,343
"Total NPV Savings From Buyout $ 204,518