Res No 036-14-14130RESOLUTION NO.: __ 3_6_-_1_4_-_1_4_1_3_0 __ _
A Resolution authorizing the City Manager to enter into a month to month
contract with Laz Parking, Inc., for parking management services.
WHEREAS, the City's and Laz Parking Inc., entered into an agreement for parking
management services, expiring March 31, 2014; and
WHEREAS, to provide the City time to select a vendor and enter into a new agreement
for parking management services, the City and Laz Parking Inc., mutually desire to extend the
agreement on a month-to-month basis for a term not to exceed six (6) months, expiring
September 3D, 2014 at the same terms, conditions and prices identified in Agreement for
Parking Management Services; and
WHEREAS, the City or Laz Parking, Inc., may terminate the agreement with a written 30
Day Notice to either party, and in all cases, such termination will become effective upon the last
day of the month the Notice of Termination is received.
NOW, THEREFORE, BE IT RESOLVED THE MAYOR AND CITY COMMISSION OF THE CITY
OF SOUTH MIAMI, FLORIDA:
Section 1. The City Manager is authorized to enter into a month to month contract, a
copy of which is attached to this Resolution, with Laz Parking, Inc., for parking management
services for a term not to exceed six (6) months expiring September 30,2014 at the same terms,
conditions and prices pursuant to the Agreement for Parking Management Services, a copy of
which is attached to this Resolution, for an amount not to exceed $16, 917.40 per month.
Section 2. Severability. If any section, clause, sentence, or phrase of this resolution is
for any reason held invalid or unconstitutional by a court of competent jurisdiction, this holding
shall not affect the validity of the remaining portions of this resolution.
Section 3. Effective Date: This resolution shall take effect immediately upon
enactment.
PASSED AND ENACTED this 4 thday of March ,2014.
ATIEST:
~·a/~ CI CLERK
READ AND AndOVED AS TO FORM, L.AN~UAG.~~~~ ... LlTY~ND E~~B lOr THEREOFL'
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(I .! /11(1)'~' f1i/. " II ", I Vf , 'I j
\ ClrY jTIORNEY
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APPROVED:
Jf:J:f1kIdLJ
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Harris:
Commissioner Welsh:
Commissioner Liebman:
Commissioner Edmond:
4-0
Yea
absent
Yea
Yea
Yea
To:
From:
Date:
SUBJECT:
BACKGROUND:
EXPENSE
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
The Honorable Mayor & Members of the City Commission
Steven J. Alexander, City Manager
March 4,2014
2001
A Resolution authorizing the City Manager to enter into a month to month contract
with Laz Parking, Inc., for parking management services.
The City entered into a Municipal Parking Management Services agreement with Laz
Parking, Inc., effective April I, 20 I I (Resolution # 121-1 1-134453). The agreement, for a
three (3) year term, expires on March 31, 2014.
The City desires to issue a solicitation for parking management services and the month to
month contract will provide the City time to make a decision, select a vendor and enter
into a new agreement. The month to month agreement with Laz Parking Inc., shall extend
the terms and current monthly fee of $16,917.40 for an additional six (6) months.
$101,600 (6-Months) from Account No. 001-1410-513-3459 with a balance of $221 ,452
for FY 2014.
ATTACHMENTS: Resolution
Month to Month Contract
Resolution # 121-1 1-134435 and Laz Parking Municipal Agreement
MONTH TO MONTH CONTRACT
THIS AGREEMENT made and entered into this ::}-day of fl1At2IJ( ,2014, by and between the
City of South Miami, a Florida municipal Corporation (hereinafter referred to as "City") and Laz Parking, Inc.,
hereinafter referred to as "Contractor").
WITNESSETH:
WHEREAS, the City and Contractor entered into an Agreement for Parking Management Services effective
April 1, 2011 for a three (3) year period; and
WHEREAS, the Agreement was issued for a three (3) year term, expiring on March 31,2014; and
WHEREAS, the City may decide not to extend the Agreement by an additional two (2) year period and may decide
to issue a solicitation for parking management services; and
WHEREAS, to provide the City time to make its decision and select a vendor and enter into a new agreement for
parking management services, the City and Laz Parking Inc., mutually desire to extend the agreement on a month-to-month
basis for a term not to exceed six (6) months, expiring September 30, 2014 at the same terms, conditions and prices identified
in Agreement for Parking Management Services; and
NOW, THEREFORE, the City and the Contractor, each through their authorized representative/official, agree as
follows:
1. The recitals set forth above are true and are hereby adopted by reference.
2. The City and the Contractor shall continue to do business pursuant to the Agreement for Parking
Management Services between the City and Contractor which shaH remain in effect through its current term and shaH
thereafter. be extended on a month to month basis for an additional six (6) months, under the same terms and conditions
as the Agreement for Parking Management Services other than as modified by this month to month contract. A copy of
the Agreement for Parking Management Services is attached to this Month-to-Month extension. If there is any conflict
between the Agreement for Parking Management Services and this month to month contract, the later agreement shaH
take precedence.
3. Contractor shall continue to provide such services under the same price(s), terms and
conditions as identified the Agreement for Parking Management Services.
4. City and Contractor may terminate the month to month extension of the contract at any time during the
six-month extension period by 30 day written advance notice ("Notice of Termination"). The City agrees to pay for services
at the agreed upon rates and Contractor agrees to continue to perform services through the 30 day Notice of Termination
period folIowing the issue and receipt of the notice.
5. The administration of the contract and all decision by the City shall be conducted at the sole discretion
of the City Manager, including alI decision as to termination or renewal as provided for in the Agreement for Parking
Management Services and as may be provided in this month to month agreement.
6. The City Manager may, at his sole discretion, renew the Agreement for Parking Management Services
for the same renewal periods provided for in that agreement, or for a lesser period. In no event shall the total term of the
contract, including all extensions and renewals exceed five years.
IN WITNESS WHEREOF, and as the duly authorized act of the parties, the undersigned representatives
of the parties hereto have caused this instrument to be signed in their respective names by their proper officials on or prior to
the day and year first above written and which date shall be the effective date of this a~
ATTEST: CITY ~MIAMI _______
BY\~_"'---.-::="......
',,----Maria M. Menen ez, CMC
City Clerk
CONTRACTORBy~~~~~~~ __ ~
RESOLUTION NO. 121-11-13435
A Resolution authorizing the City Manager to execute an agreement for an
initial three (3) year period with two (2) one (I) year options to renew with
Laz Parking, Inc. for municipal parking management services.
WHEREAS, the City needs to have a professional parking management and operating services
to manage and operate the public parking within the City. and in order to enhance customer service.
improve revenue collection and improve overall/efficiencies: and,
WHEREAS. the City desires to retain laz Parking, Inc. to perform the required services
based on its qualifications, and capability to perform said services in a professional and timely manner
and in accordance with the City's goals and requirements; and,
WHEREAS, Laz Parking. Inc. has provided and continues to provide management services
pursuant to the original municipal parking management contract dated September 16th, 2003; and
WHEREAS, the City has obtained competitive Requests for Qualifications (RFQ)
from Standard Parking, Central Parking Systems, and Laz Parking; and
WHEREAS Laz Parking, Inc. was the lowest and most responsive and responsible bidder for
the services in question; and
WHEREAS, laz Parking has agreed to perform the required services in accordance with the
terms and conditions set fo .. -th in the currently proposed agreement.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAMI, FLORIDA;
Section I The City Manager is hereby authorized to execute the proposed agreement with Laz
Parking, Inc_ for municipal parking management services.
Section 2 This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 26th day of_J_u_l.=Y ______ 2011
APPROVED:
·D~d~
Mayor
COMMISSION VOTE: 4-0
Mayor Stoddard absent
Vice-Mayor Newman Yea
Commissioner Palmer Yea
Commissioner Beasley Yea
Commissioner Harris Yea
AGREEMENT WITH INDEPENDENT CONTRACTOR FOR PARKING MANAGEMENT SERVICES
THIS AGREEMENT, entered into this t1l7 day of S.)Lt ,2011, by the CITY OF SOUTH MIAMI
(hereinafter referred to as the "CITY"); and lAZ FLORIDA PARKING, lLC, a limited liability company
organized and existing under the Jaws of the State of Connecticut with an office and principal place of
business located, at 15 lewis Street, Hartford, Connecticut, acting herein by Christopher B. Walsh, its
Regional Vice President, duly authorized, (hereinafter called the "CONTRACTOR").
WITNESSETH:
WHEREAS, the CITY is in need of professional parking management and operating services to manage
and operate the public parking within the City of South Miami, and in order to meet the goals of
enhancing customer service, revenue collection and improving overall operations/efficiencies to meet
the needs of the CITY;
WHEREAS, the CITY desires to retain the CONTRACTOR to perform the required services based on the
CONTRACTOR's representations that it is qualified and capable of performing said services in a
professional and timely manner and in accordance with the CITY's goals and requirements;
WHEREAS, the CONTRACTOR has agreed to perform the required services in accordance with the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties agree as follows:
1) ENGAGEMENT OF CONTRACTOR
a) Relationship of the Parties
Based on the representations of the CONTRACTOR set out in its response to the City's RFQ and
subsequent Best'andFinalOffer {BAFO} process the CITY hereby retains theCONTRACTOR'to
perform the services set forth herein.
The parties intend and agree that this Agreement shall at all times be treated as a service
contract for the management and operation of the City of South Miami Parking System (which
include on-street parking, parking lots, garages or other parkingfacilities or locations under the
control of the CITY and herein after referred to as "Parking System" or "the Parking System") in
accordance with all applicable laws and regulations, including, without limitation, Section
7701{e) of the Internal Revenue Code of 1986, as amel!ded (the "Code") but only for tax
purposes, Nothing in Section 7701(e) shall effect the rights and obligations between the parties
to this contract. With respect thereto, the CONTRACTOR shall have only those rights granted
pursuant to the terms and provisions of this Agreement.
Page -1-of 17
It is the intent of the parties to create a fiduciary relationship between the CITY and the
CONTRACTOR pursuant to which the CONTRACTOR acknowledges that the relationship between
the parties is characterized by an unique degree of trust and confidence based upon the
CONTRACTOR's superior knowledge, skill and expertise and that the CONTRACTOR is under a
duty to represent the interests of the CITY. Specifically, the CONTRACTOR is under a specific
duty to act for the benefit of the CITY and covenants to perform its responsibilities in a prompt
and professional manner in order to further the interests of the CITY with regard to the
municipal Parking System throughout the City of South Miami.
However, in no event shall the CITY and the CONTRACTOR be considered to be partners for any
purpose or to any extent.
b) Primary Contacts
The person in charge of administering this Agreement on behalf of the CITY is the City of South
Miami's Manager or such other person as may be designated in writing by the CITY MANAGER.
The primary contact person for the CONTRACTOR shall be the LAZ Parking, Florida General
. Manager Luis Macedo.
c} Contractor Commitment
CONTRACTOR will purchase One {I) GEM Vehicle for use by the CONTRACTOR'S staff assigned to
the account. During the term, the CONTRACTOR shall carry insurance on the Vehicle that
complies with City of South Miami requirements. CONTRACTOR will maintain the Vehicle in a
safe, neat and orderly condition and in good maintenance and repair. At the end of the
contractual term, the ownership of the Vehicle will be transferred to the City of South Miami. If
for any reason, the contract is terminated, voided or cancelled for any reason prior to end of the
term of the contract, the City agrees to purchase the unamortized portion of the Vehicle from
CONTRACTOR.
2) SERVICES TO BE PERFORMED
a) Off-Street Parking
Anyon-street parking, parking lots, garages or other parking facilities or locations that may be
obtained for city use, leased, built, developed or acquired in the future by the CITY may be
included as within the scope of this Agreement to be serviced by the CONTRACTOR according to
the terms hereof at the option of the CITY. Such inclusion shall be effective upon written notice
from the CITY to the CONTRACTOR and shall be considered an expansion of the scope of the
CONTRACTOR's services hereunder. The CONTRACTOR shall be entitled to payment of any
additional expenses for services rendered in connection with any such additional lots or Parking
System.
Page -2 -of 17
b) On-Street Parking
The CITY has regulated on-street parking spaces located throughout the City of South Miami. These on-
street parking spaces may be changed from time to time, but at all times any such spaces will be
included as parking within the Parking System defined hereunder and will be subject to the terms of this
Agreement. Any change in the location of such on-street parking spaces will be made by the CITY
following a consultation with the CONTRACTOR.
c) Staffing, Operational & Holiday Hours
Throughout the term of this Agreement, the CONTRACTOR shall assign sufficient personnel to
properly perform the services required hereunder. The CITY shall not have any responsibility
whatsoever for any personnel who shall be employees of the CONTRACTOR and for whom
CONTRACTOR shall be responsible. If at any time the CITY is not reasonably satisfied with the
performance of any of CONTRACTOR's personnel, such personnel shall be promptly replaced by
the CONTRACTOR to the reasonable satisfaction of the CITY. CONTRACTOR shall provide, at a
minimum, the same staffing levels described on Exhibit B. Any additional hours required by the
CITY during the term of the agreement will be billed by CONTRACTOR at agreed Best and Final
Offer (BAFO) pricing of $15.99 per man hour.
CITY and CONTRACTOR agree that CONTRACTOR shall provide enforcement services;
Sunday -Thursday; 9:00am-12:00am (midnight)
Friday & Saturday; 9:00am-2:00am
Christmas Eve & New Year1 Eve; 9:00am-6:00pm
Thanksgiving Day, Christmas Day & New Years' Day; No Operational or Enforcement Hours
* All other Holidays, regular staffing hours will apply
d) Services
At a minimum, the services to be performed by the CONTRACTOR under this Agreement include
but are not limited to the services set forth in the fol/owing documents:
i) The CITY's Request for Qualifications (RFQ); Parking Operating and Management Services
dated August 25, 2009, and ali addenda issued in connection thereWith, which is attached
hereto and incorporated herein as Exhibit A;
ii) The CONTRACTOR's Response to the RFQ, which is attached hereto and incorporated herein
as Exhibit B; and
iii) The CONTRACTOR's Best and Final Offer (BAFO), which is attached hereto and incorporated
herein as Exhibit C.
Page -3 -of 17
By entering into this agreement, the CITY and the CONTRACTOR enter into a relationship
founded on trust and confjdence whereby the CONTRACTOR has a duty to act first and foremost
for the CITY's benefjt in matters connected with the operation and management of the Parking
System. In furtherance of its duties and obligations pursuant to this Agreement, the
CONTRACTOR shall operate, manage, maintain and promote the Parking System and the
CONTRACTOR shall provide the CITY with its advice and counsel when it comes to future
development projects and/or additions to, or expansion of, the Parking System within the City of
South Miami -all while using its best skill and judgment for the CITY's benefit.
The CONTRACTOR's operation of the Parking System shari include conducting all necessary and
proper services required for the Parking System' operations which must meet or exceed industry
standards. The CONTRACTOR shall handle the collection of parking fees when properly due
either through cash, coin and/or credit card payments or by parking violations.
The CONTRACTOR's management of the Parking System shall include financial and planning
functions. The CONTRACTOR shall pay for a yearly independent audit of its books and records
concerning its administration of the Parking System and present the CITY with the
CONTRACTOR's yearly audited financial statements each year during the term of this contract
on a date to be desided by the City Manager. The CITY shall have the right to inspect the books
and records of the CONTRACTOR and conduct its own independent audit at the CITY's option
and expense, from time to time. The CONTRACTOR shall cooperate with regard to the
inspection and audit performed by or on behalf of the CITY. The CONTRACTOR shall also
develop 1 year and 5 year strategic plans that include operating and capital budgets;
recommend and implement improvements to the operational procedures currently in place;
provide the CITY with management reports as often as requested but in no case less often than
once a month; perform annual rate studies to determine proper pricing for the Parking System;
use technology -including green technologies whenever possible-to enhance and improve
customer services and operational efficiencies; and report on the status of any Parking System
related project as directed by the CITY.
The· CONTRACTOR's maintenance of the Parking System shall include conducting routine
inspections, routine maintenance and preventative maintenance services. The CONTRACTOR
shall take a proactive approach to maintenance so that the Parking System shall always function
in the most efficient and proper manner. At least once a year, the CONTRACTOR shall conduct
a condition appraisal of the Parking System for any sign of physical damage and/or deterioration
and issue a written report that is satisfactory to the CITY.
The CONTRACTOR's promotion of the Parking System shall include working with the business
and cultural community; conducting customer surveys twice a year; branding the CITY Parking
System; and developing and implementing a positive marketing campaign.
The CONTRACTOR shall perform these services in a professional and timely manner, in order to
meet the CITY's needs. Notwithstanding the foregoing, the CITY may, at any time, perform or
Page -4 -of 17
have performed on its behalf, any of the services required hereunder. Such action by the CITY
shall not give rise to a claim by the CONTRACTOR against the CITY.
The CONTRACTOR shall submit to the CITY its proposed Operations Program (Program), which
shall include, among other matters, the operating budget, the capital budget, detailed
information regarding a system of cost controls, hours of operation, personnel schedules, and
maintenance schedules for the Parking System.
The CONTRACTOR shall maintain accurate and complete records that shall show the details of all
parking fees collected, parking violations issued, parking enforcement staff hours and claims
arising out of its performance of this Agreement including the basis therefore and the amount
thereof. The CONTRACTOR shaH provide copies of aU such records to the CITY at the end of each
fiscal year and shall allow the CITY and its representatives to examine, review and audit any and
all such records, books, and other documents upon request at any time during the period
commencing upon the execution of this Agreement and ending two (2) years following the
expiration or termination of this Agreement.
Notwithstanding this or any other provision of this Agreement to the contrary, the
CONTRACTOR shall not be required to disclose to the CITY any confidential cost information
includIng, but not limited to, general and administrative expenses of the CONTRACTOR not
related to the performance of this Agreement.
e) The CONTRACTOR understands that certain elements of the Parking System are subject to
existing legal obligations including those created by means of leases, License Agreements and
Condominium Documents, as an example. The CONTRACTOR shall apprise itself of such
obligations and shall comply with all applicable terms and requirements related to its services.
f) The CONTRACTOR's performance shall at all times be subject to review and approval of the CITY,
acting by and through its City Manager,or his designated staff representatives.
g) IT IS UNDERSTOOD AND AGREED that CONTRACTOR is retained solely for the purposes of the
Project-described herein and only to the extent set forth inthis Agreement. The CONTRACTOR'S
relationship to the CITY shall be that of an independent contractor. Neither the CONTRACTOR
nor any of its employees shall be considered under the provisions of this Agreement or for any
purposes, as having an "employee" status or as being entitled to participate in any benefits
accrued by or given to CITY employees.
h) Senior management staff of the CONTRACTOR shall be available to meet with the CITY and other
officials of the City of South Miami as may be required with regard to the services performed
hereunder.
i) The CITY may, from time to time, request changes in the scope of the services that the
CONTRACTOR shall perform hereunder. Such changes, including any increase or decrease in the
amount of the CONTRACTOR's compensation, which are mutually agreed upon by and between
Page -5 -of 17
the CITY and the CONTRACTOR, shall be valid only when incorporated into a written amendment
signed by the parties to this Agreement.
j) SERVICE LEVEl AGREEMENT (SLA)
i) Monday thru Friday -A pay by space meter will not have less than a 6 hour repair time. A
single space meters will be repaired within 24 hours.
ii) Weekends & Holidays -A pay and display meter will not have less than a24 hour repair
time. A single space meters will be repaired within 48 hours.
3) COMPENSATION
a) Management Fee
The CONTRACTOR shall be paid a Management Fee for its services it shall be reimbursed for its
non-capital expenses as allowed under and as limited by Section 3.b. hereof ("Reimbursement
of Expenses") and it shall be compensated for the costs it expends for equipment, system
hardware and system software purchased on behalf of the CITY, according to the operating and
capital budgets as approved by the CITY provided the CITY approved the purchases in writing.
The total amount of the Management Fee to be paid to the CONTRACTOR for each twelve-
month period of this Agreement shall be the sum of $203,008.80 which includes compensation
for, but not limited to the CONTRACTOR for full-time, senior project management oversight and
corporate, general and administrative services and expenses. This fee shall also include all
other cost incurred by the CONTRACTOR, other than those cost for which this contract
specifically provides for reimbursement. Such fee shall be paid in twelve (12) equal installnients
of $16,917.40 based on an agreed-upon schedule.
b) Reimbursement of Expenses
In addition to the fees provided for above, the CONTRACTOR shall be reimbursed for any
additional expense"incurred by the CONTRACTORfor additional goods and/or services which are
not included in the scope of the work provided for in this contract, nor which could have been
reasonably anticipated as being needed to fulfill the obligations of the CONTRACTOR under the
terms of this contract. The CONTRACTOR shall only be reimbursed if the additional goods
and/or services are requested in writing by the CITY, and provided there are sufficient funds in
accordance with the operating and capital budgets approved by the CITY in its budget. If
reimbursement is allowed by this section of the contract, the reimbursement shall be limited to
the actual cost of goods and/or services incurred by the CONTRACTOR including all applicable
taxes -unless otherwise exempt -with no additional mark-up or fee. If the CONTRACTOR is
eligible for any discounts or rebates, such discount and rebate shall act as a credit to the amount
owed to the CONTRACTOR. It shall be the responsibility to apply for all available discounts and
rebates. The CONTRACTOR shall use all reasonable means to obtain the best price on all
reimbursable items including the solicitation of at least three (3) bids for the goods and/or
Page -6 -of 17
services in question. Reimbursement for such expenses is subject to prior approval and
appropriation for any such expense by the CITY. The CITY will fund a disbursement account for
these purposes, when necessary and appropriate, in an amount not to exceed the approved
budget for the particular month by the tenth (10th) day of each month.
c) Non-appropriation
The parties hereto understand that the CITY is dependent upon receIving continued
appropriations, revenue from the Parking System or budgeted funds to continue this Agreement
throughout its intended term. Notwithstanding any other provision to the contrary, the CITY
may terminate this Agreement at the end of any fiscal period if, subsequent to its having
employed reasonable, good faith efforts to maintain adequate appropriations and/or budgeted
funds for the full term of the Agreement, such necessary appropriations and funds are not
available. In order to effectuate such termination, the CITY must give written notice to the
CONTRACTOR that the necessary funding is unavailable and the notice shall be given at least
thirty (30) days prior to the end of the CITY's fiscal year,.
Within ten (10) days following such termination, the parties shall meet and make available to
each other all information and documentation necessary in order to determine the amount, if
any, of fees that may be due the CONTRACTOR. Such fees shall consist of a pro rata share of
the CONTRACTOR's unpaid Management Fees which shall be prorated to and including the date
of termination. In addition, CONTRACTOR shall be paid for any unpaid reimbursable expenses
previously approved by the CITY and the amortized cost of equipment, system software and
hardware and technology, if any. No penalties, interest or indirect or consequential costs or
damages shall be owed or paid by the CITY upon such termination.
d) Direct and Indirect Costs, Rights and Titles
Compensation provided under this Agreement constitutes full and complete payment for all
costs assumed by the CONTRACTOR in performing this,Agreement including but not limited to
salaries for personnel; consultant fees; meetings, consultations and presentations; travel
expenses; and all other expenses that a reasonable person who operates a similar business in
the industry could have anticipate as the cost of performing the scope of the work provided for
in this contr'act. No reimbursable costs shall be owed or paid to the CONTRACCTOR by the CITY
without specific prior written approval of the cost incurred. In addition, the amounts paid by
the CONTRACTOR for equipment, system software and system hardware out of the
Management Fee paid by the CITY shall constitute an investment by the CITY in the eqUipment,
software and technology amortized over the term of this Agreement. At the completion of the
full term of this contract, the CITY shall own any such equipment, software and technology at no
additional cost to the CITY and shall be entitled to all warranties and guarantees applicable
thereto. Notwithstanding this or any other provision of this Agreement, the CONTRACTOR shall
retain title to any and all of its patents; trademarks; proprietary and confidential information,
data,-studies, documents, software, trade secrets, know how, techniques and processes
(collectively the "Proprietary Information") utilized in the performance of this Agreement.
Page -7 -of 17
e) Payments
Payments to the CONTRACTOR under this Agreement shall·be made by the CITY on approval of
payment requisitions certified by the CONTRACTOR and submitted monthly according to an
agreed-upon schedule. Each requisition shall set forth such information as may be required by
the CITY, and shall detail the fees and/or cost reimbursements due to the CONTRACTOR, if any.
The CITY may, prior to making any payment under this Agreement, require the CONTRACTOR to
submit such additional information as may be reasonably necessary in connection with payment
for the services performed pursuant to this Agreement. Notwithstanding this or any other
provision of this Agreement to the contrary, the CONTRACTOR shall not be required to disclose
. to the CITY any confidential cost information including, but not limited to, general and
administrative expenses of the CONTRACTOR not related to the performance of this Agreement.
Unless the CONTRACTOR has expressly reserved a claim, demand or cause of action in writing to
the CITY, the acceptance by the CONTRACTOR, its successors or assigns, of any payment made
on the final requisition under this Agreement, or ofany final payment due on termination of this
Agreement, shall constitute a full and complete release of the CITY from any and all claims,
demands and causes of action whatsoever which the CONTRACTOR, its successors or assigns
have or may have against the CITY under the provisions of this Agreement.
4) TIME PROVISIONS
The term of this Agreement shall be effective beginning April 1, 2011, and shall continue for
three (3) years until it expires on March 31,2014, unless earlier terminated according to any of
the terms of this Agreement. Notwithstanding the foregoing, this Agreement may be extended
by an additional two (2) year period subject to the CITY's discretion and approval.
. 5}INSU RANCE-BONDING
Throughout this Agreement, the CONTRACTOR shall obtain all insurance policies and bonds
required by the Insurance Rider attached and shall keep the same in continuous effect until the
CITY indicates ~he termination of the CONTRACTOR's responsibilities hereunder. . Before
commencing the Project, the CONTRACTOR shalUurnish to the CITY certificates of insurance
and a surety bond, in the form and as required by this contract and CONTRACTOR shall
thereafter provide a renewal bond and certificates, as 'appropriate and in the form required by
this contract, evidencing such coverage written by a company or companies acceptable to the
CITY. Each insurance certificate shall be endorsed to name the City of South Miami as an
additional named insured and shall provide that the insurance company shall notify the CITY by
certified mail at least thirty (30) days in advance of the termination of any coverage or any
change in the policy. No change shall be made without the prior written approval of the CITY.
Page -8 -of 17
6) GENERAL PROVISIONS
a) The CITY may at any time, and for any reason, direct the suspension of the services
contemplated under this Agreement for a period of time. Such direction shall be in writing and
shall specify the period during which the services shall be suspended. The services shall be
resumed on the dates specified in such direction, or upon such other date as the CITY may
thereafter specify in writing. The period during which such services shall have been suspended
shall be added to the term of the contract which shall be adjusted accordingly. In the event
that ~he CITY directs the suspension of the services hereunder for a period of time in excess of
one (1) year, through no fauit of the CONTRACTOR, the parties may negotiate an adjustment in
the fees payable hereunder due to account for a rise in the cost of performance. Suspension of
services under this Article shall not give rise to any claim against the CITY.
b) The CITY may at any time and for any reason terminate this Agreement for convenience by
written notice specifying the termination date, which shall be not less than thirty (30) days from
the date such notice is given. In the event of such termination, services shall be paid for in such
amount as shall reasonably compensate the CONTRACTOR for' the services satisfactorily
performed prior to termination. Such amount shall be fixed by the CITY after consultation with
the CONTRACTOR, and shall be subject to audit by the City of South Miami. The CONTRACTOR
is hereby notified that, after a termination for convenience, the amounts due the CONTRACTOR
shall not include lost profits or unabsorbed home office overhead. Termination under this
section shall not give rise to any claim against the CITY for damages or for compensation in
addition to that provided hereunder.
c) In the event the CITY determines that there has been a material breach by the CONTRACTOR of
any of the terms of the Agreement, or that the CONTRACTOR refuses or has failed to perform
the required services, or any part thereof, in a timely, professional and diligent manner, the CITY
has the right to terminate this Agreement for cause upon providing the CONTRACTOR ten (10)
days written notice. During the aforesaid ten (10) day period after receiving notice of
termination, the CONTRACTOR shall have the opportunity to cure the default or breach
described in the notice. The CITY, at its sole discretion, will determine whether the breach had
been cured and will provide the CONTRACTOR with notice of same. In the event the CITY
terminates the Agreement for cause, the CONTRACTOR shall be obligated to pay the CITY for
any losses, damages, costs and expenses, sustained or incurred thereby as allowable by iaw.
In the event of a termination for cause, all costs, expenses, losses, damages, and any and all
other charges incurred by the CITY under this Agreement resulting from the CONTRACTOR's
material breach, or a default in the CONTRACTOR's duties, shall be charged to the CONTRACTOR
and shall be deducted from money owed to the CONTRACTOR and/or paid by the CITY out of
any monies due or payable or to become due or payable under this Agreement to the
CONTRACTOR. If any such cost exceeds the sum due or to become due to the CONTRACTOR,
then, upon demand, the CONTRACTOR shall pay the excess amount to the CITY. In computing
Page· 9 -of 17
the amounts chargeable to the CONTRACTOR, the CITY shall not be held to the lowest prices for
the completion of the services or any part thereof, but it shall charge to the CONTRACTOR, and
the CONTRACTOR shall be liable fOf, all sums actually paid or expenses actually incurred,
provided that the costs incurred are reasonable. The CITY's rights described herein are in
addition to any other rights and remedies provided by law.
If the Agreement is terminated for cause and that termination is ultimately deemed to have
been w'rongful, then said termination shall be considered a termination for convenience and the
CONTRACTOR shall be compensated in accordance with the provisions for termination for
convenience as set forth herein.
Termination under this section shall not give rise to any claim against the CITY for damages or
compensation in addition to that provided hereunder.
d) When the CITY shall have'reasonable grounds for believing that:
i) The CO~TRACTOR will be unable to perform the services required under this Agreement
fully, professionally, and satisfactorily within the time fixed for performance; or
ii) A meritorious claim exists or will exist against the CONTRACTOR or the CITY arising out of
the negligent, willful or wanton acts of the CONTRACTOR, its agents, servants or employees,
or the CONTRACTOR's default in the performance of any provision of this Agreement; then
the CITY may withhold payment of any amount otherwise due and payable to the
CONTRACTOR hereund·er. Any amount so withheld may be retained by the CITY for a
period of up to one (1) year as it may deem advisable to protect the CITY against any loss
and may, after written notice to the CONTRACTOR, be applied in satisfaction of any claim
. herein described. This provision is intended solely for the benefit of the CITY, and no
person shall have any right against the CITY or claim against the CITY by reason of the CITY's
failure or refusal to withhold monies. No interest shall be payable by the CITY on any
amounts withheld under this provision. This provision is not intended to limit or in any way
prejudice any other right of the CITY.
e) CONTRACTOR shall not assert any claim arising out of any act or omission by any agent, officer
or employee of the CITY in the execution or performance of this Agreement, against any such
agent, officer or employee individually. Such claims may be made against the CITY.
f) The CONTRACTOR shall not assign or subcontract this Agreement or any of the services to be
performed by it hereunder without prior consent of the CITY in writing. Any assignment or
subcontracting in violation hereof shall be void and unenforceable. The CONTRACTOR shall be
as fully responsible to the CITY for the acts and omissions of its subcontractors as it is for the
acts and omissions of people directly employed by it. The CONTRACTOR shall require each
subcontractor approved by the CITY to agree in its contract to observe and be bound by all
obligations and conditions of this Agreement to which CONTRACTOR is bound.
Page -10 -of 17
g) No member of the governing body of the CITY, and no other officer, employee, or agent of the
CITY shall have any persona! interest, direct or indirect, in this Agreement, except as permitted
by the Code of Ethics of the City of South Miamij and the CONTRACTOR covenants that no
person having such interest shall be employed in the performance of this Agreement.
h) The CONTRACTOR shall indemnify, defend and save harmless the City of South Miami, their
officers, agents, servants and employees, from and against any and all claims, demands, suits,
proceedings, liabilities, judgments, losses, costs or damages, including attorneys' fees, which
may be related to or due in any way to any acts or omissions of the CONTRACTOR, its
employees, representatives, agents, or subcontractors, in connection with the performance of
or the failure to perform the services under this Agreement including any amendments and
supplements hereto regardless of whether the CONTRACTOR was negligent. The provisions of
this paragraph shall survive the expiration or early termination of this Agreement; shall be
separate and independent of any other term or provision of this Agreement; and shall not be
limited by reason of any insurance coverage.
Nothing in this provision, or elsewhere in this Contract, shall be deemed to relieve the
CONTRACTOR of its duty to defend the CITY or any Indemnified Party, as specified in this
Contract, pending a determination of the respective liabilities of the CONTRACTOR, the CITY, or
any Indemnified Party, by legal proceeding or agreement.
In furtherance, but not in limitation, of the indemnity provisions of this Agreement, the
CONTRACTOR hereby expressly and specifically agrees that its obligation to indemnify, defend
and save harmless as provided in this Contract shall not in any way be affected or diminished by
any statutory or constitutional immunity it enjoys from suits by its own employees or from
limitations of liability or recovery under workers' compensation laws.
i) Claims by the CONTRACTOR must be in writing and submitted within thirty (30) days following
the occurrence of an event giving rise to the claim or within thirty (30) days after the
CONTRACTOR first knew or should have known of the claim, whichever occurs later Claims
must be made in writing and sentto the CITY attheaddress listed herein and shall describe the
nature of the claim, the events or circumstances that gave rise to the claim with reasonable
detail, and the amount that is being claimed to the best of the CONTRACTOR's information.
j) This. Agreement shall be construed in accordance with the laws of the State of Florida, a nd any
action or suit in connection herewith shall be brought in Miami-Dade County, Florida in a court
of competent jurisdiction.
The CONTRACTOR shall comply with all applicable laws, ordinances and codes of any
governmental body having jurisdiction over any matter related to this Agreement or the
services to be performed hereunder, and shall commit no trespass on any private
property in performing any of the work embraced by this Agreement. During the
performance of this contract, the CONTRACTOR agrees that it will not discriminate nor
to permit any discrimination against any employee or applicant for employment
Page -11 -of 17
because of race, color, religion, age, sex, marital status, national orlgm, sexual
orientation, physical or mental disability as proscribed by law and that it will take
affirmative action to ensure that such discrimination does not take place The
CONTRACTOR shall ensure that the foregoing provisions are included In all
subcontracts for any work covered by this Agreement so that such provisions will be
binding upon each subcontractor.
k) This Agreement incorporates all the understandings of the parties hereto; it supersedes any and
all agreements and negotiations reached and all commitments made by the parties prior to the
execution of this Agreement, whether oral or written, This agreement contains the entire
agreement of the parties and no modification or amendment of any terms or provisions of this
agreement shall be valid or binding unless it complies with this paragraph. This agreement, in
general, and this paragraph, in particular, shall not be modified or amended except in writing
signed by both parties.
I) The failure to enforce this agreement as to any particular breach or default shall not act as a
waiver of any subsequent breach or default. No act or omission shall be construed as a waiver
of any of the terms of this agreement. A waiver of any of the terms of this agreement shall only
be valid and enforceable if the waiver is in writing signed by both parties .
• m) If any provision of this agreement is illegal, invalid or against public policy, the remainder of this
agreement shall not be affected thereby and shall remain in full force and effect. Each and every
provision and clause required by law to be inserted in this Agreement shall be deemed to be
inserted herein and the Agreement shall be read and enforced as though such provisions and
clauses were included herein. All notices of any nature referred to in this Agreement shall be in
writing and sent by registered or certified mail, postage prepaid, to the respective addresses set
forth below or to such other addresses as the respective parties hereto may designate in
writing:
To the CITY:
Hector Mirabile, Ph.D.
City Manager
6130 Sunset Drive
South Miami, FI. 33143-5093
Maria Menendez
City Clerk
6130 Sunset Drive
South Miami, FI. 33143-5093
To the CONTRACTOR:
Christopher Walsh
Regional Vice President
Thomas F. Pepe, Esq.
City Attorney
6130 Sunset Drive
South Miami, FI. 33143-5093
Page -12 -of 17
777 Brickell Avenue, Suite Pi
Miami, FL33131
n) The City of South Miami's hiring practices strive to comply with all applicable federal regulations
regarding employment eligibility and employment practices. Thus, all individuals and entities
seeking to do work for the CITY are expected to comply with all applicable laws, governmental
requirements and regulations, including the regulations of the United States Department of
Justice pertaining to employment eligibility and employment practices .. The CITY reserves the
right at its discretion, but does not assume the obligation, to require proof of valid citizenship
or, in the alternative, proof of a valid green card for each person employed in the performance
of work or services for or on behaif of the Cin' inciuding persons empioyed by any independent
contractor. By r~serving this right the CITY does not assume any obligation or responsibility to
enforce or ensure compliance with the applicable laws and/or regulations .
. 0) The CONTRACTOR represents to the CITY as follows:
That it has, and has exercised, the required corporate power and that it has complied with all
applicable legal requirements necessary to adopt, execute and deliver this Agreement and to
assume the responsibilities and obligations created hereunder; and
That this Agreement is duly executed and delivered by an authorized corporate officer, in .
accordance with such officer's powers to bind the CONTRACTOR hereunder, and constitutes a
valid and binding obligation enforceable in accordance with its terms, conditions and provisions.
Page -13 -of 17
By signing this Agreement the CONTRACTOR hereby certifies to the CITY that it is in compliance with all
applicable regulations and laws governing employment practices.
Dated at City of South Miami, Florida, the day and year first above written, and executed in four (4)
counterparts all of which shall be treated as originals.
Signed, Sealed and Delivered in the Presence of:
CITY OF SOUTH MIAMI
By: /fd-~
7 r
Hector Mirabile, PhD
City Manager
Duly Authorized
LAZ FLORIDA PARKING, LLC
Christopher B. Walsh, RVP
Duly Authorized
(Affix corporate seal if a corporation)
Page -14 -of 17
INSURANCE RIDER
The CONTRACTOR shall provide and maintain insurance coverage related to its services in connection
with the Project in compliance with the following requirements.
The insurance required shall be written for not less than the scope and limits of insurance specified
hereunder, or required by applicable federal, state and/or municipal law, regulation or requirement,
whichever coverage requirement is greater. It is agreed and understood that the scope and limits of
insurance specified hereunder are minimum requirements and shall in no way limit or preclude the CITY
from requiring additional limits and coverage to be provided under the CONTRACTOR's policies.
A. Minimum Scope and limits of Insurance:
Workers' Compensatiol,"linsurance: With respect to all operations the CONTRACTOR performs, it shall
carry workers' compensation insurance in accordance with the requirements of the laws of the State of
Florida, and employer's liability limits of One Hundred Thousand Dollars ($100,000.00) coverage for each
accident, One Hundred Thousand Dollars ($100,000.00) coverage for each employee by disease, Five
Hundred Thousand ($500,000.00) policy limit coverage for disease.
Commercial General liability: With respect to all operations the CONTRACTOR performs it shall carry
Commercial General liability insurance providing for a total limit of One Million Dollars ($1,000,000.00)
coverage per occurrence for all damages arising out of bodily injury, personal injury, property damage,
products/completed operations, and contractual liability coverage for the indemnification obligations
arising under this contract. Each annual aggregate limit for each site location shall not be less than Five
Million Dollars ($5,000,000.00).
Automobile liability: With respect to each owned, non-owned, or hired vehicles the Contractor shalf
carry Automobile liability insurance providing One Million Dollars ($1,000,000.00) coverage per accident
for bodily injury and property damage. If the contractor is a Hazardous Waste Hauler (trucker) or
responsible for the removal of hazardous materials, then Automobile liability in the amount of
$5,000,000.00 combined single limit is required.
Environmental Liability: If applicable based on the Contractor's Scope of Work, the Contractor is
required to provide environmental and remediation insurance in the amount of $10,000,000.00 per
claim limit and $15,000,000.00 aggregate limit per occurrence. The policy shall be written on a follow
form coverage wording to its underlying schedule of insurance.
Errors and Omissions/Professional Liability: With respect to any damage caused by an error, omission
or any negligent or wrongful act of the CONTRACTOR in connection with any professional services
performed under this Contract the CONTRACTOR, or any subcontractor or sub-consultant, shall carry
One Million Dollars ($1,000,000.00) coverage per claim.
Acceptability of Insurers: The CONTRACTOR's policies shall be written by insurance companies licensed
to do business in the State of Florida, with an AM Best rating of A-VII or otherwise acceptable by the City
of South Miami's Risk Manager.
Page -15 • of 17
Subcontractors: The CONTRACTOR shall require all subcontractors to provide the same "minimum
scope and limits of insurance" as required herein, with the exception of Errors and
Omissions/Professional Liability insurance, unless Errors and Omissions/Professional Liability insurance
is applicable to the Work performed by the subcontractor. All Certificates of Insurance shall be
provided to the City of South Miami's Corporation Counsel as required herein.
Aggregate limits: Any aggregate limits must be declared to and be approved by the CITY. It is agreed
that the CONTRACTOR shall notify the CITY whenever fifty percent (50%) of the aggregate limits are
eroded during the required coverage period. If the aggregate limit is eroded for the full limit, the
C::ONTRACTOR agrees to reinstate or purchase additional limits to meet the minimum limit requirements
stated herein. Any·premium for such shall be paid by the CONTRACTOR.
Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to
and approved by the CITY. All deductibles or self-insured retentions are the sole responsibility of the
CONTRACTOR to pay and/or to indemnify.
Notice of Cancellation or Non-renewal: Each insurance policy required shall be endorsed to state that
coverage shall not be modified, suspended, voided, cancelled, or reduced in coverage or in limits except
after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to
the CITY.
Waiver of Governmental Immunity: Unless requested otherwise by the CITY, the CONTRACTOR and its
insurer shall waive governmental immunity as defense and shall not use the defense of governmental
immunity in the adjustment of claims or in the defense of any suit brought against the CITY.
Page -16 -of 17
PARKING SERVICES ADDENDUM
Notwithstanding anything to the contrary in the Services Agreement, the parties agree as foilows:
1. Meter Installation Services; CONTRACTOR shall provide complimentary installation of 20 single space
meters annually. After the initial 20 meters/poles, CONTRACTOR shall charge the CITY One Hundred
($100) dollars per meter/pole installation.
2. Electric Car Charging Stations; CONTR~CTOR will provide a minimum of two (2) electric car charging
stations (hereinafter "EQUIPMENT") for use of.the City, it's employees, residents and visitors within 60
days after the Parking Service agreement is executed. The EQUIPMENT will be provided by CAR
CHARGING HOLDINGS, LlC (hereinafter "CCGI") Car charging stations will provide electric vehicles with
the ability to charge while parked within the City limits. Contractor further agrees to install additional
electric car charging stations based on usage demand. CCGI agrees to supply, install, service and
maintain EQUIPMENT at CCGl's sole expense at those areas deSignated by the City. It is expressly agreed
that CITY will deSignate a minimum of two (2) parking spot to CCGl exclUSively for use for electric car
charging and the City shall deSignate the location within the City where they will be located. CeGI shall
perform such installation and work in such a way as to minimize interference with the operation of the
parking space or hinder the flow of pedestrian traffic upon the sidewalk. The City will receive 5% of
revenue collected from fees generated by Equipment; CCG! will collect the remaining 95% revenue. If
the contract is terminated prior to 3 year term, City assumes the agreement for the services until a new
Contractor is assigned parking service agreement.
3. Electric Vehicles; CONTRACTOR at its sole cost, will purchase One (1) GEM Vehicle for parking
services provided in this Contract.
CONTRACTOR offers to purchase 2 additional Electric vehicles on behalf of the CITY and the cost of each
vehicle, amortized over the term of the contract, will be added to monthly payment to CONTRACTOR
with no mark-ups or additional costs added.
Page-17-of17