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Res. No. 158-08-12755RESOLUTION NO.: 158-08-12755 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO EXTENDING THE CURRENT CONTRACT WITH LAZ PARKING FOR THE PROVISION OF MUNICIPAL PARKING MANAGEMENT SERVICES, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of South Miami's current parking management contract is scheduled to expire on October 1, 2008; and WHEREAS, the city is currently evaluating several parking systems and equipment prior to making recommendations for changes to the city's comprehensive parking system; and. WHEREAS, Laz Parking is currently providing parking management services pursuant the existing municipal parking management contract; and WHEREAS, the City of South Miami has determined that it will be in the public's interest to extend the current contract for the period of one year and authorize Laz Parking to continue to promote, operate, and maintain the city's comprehensive parking system in order to pen-nit city staff to complete its due diligence and submit its recommendations to the City Commission. COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Section 1: The city commission approves and authorizes the city manager to execute a eaf mouth-to-mouth contract up to one year with Laz Parking extension to the euffeifl.t ag-,eme for parking management services. Section 2: This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this 1611 day of September 2008. >TEST. CITY CLERK d�,J ". API ROVED: MAYOR COMMISSION VOTE: 5-0 Mayor Feliu: Yea Vice Mayor Beasley: Yea Commissioner Wiscombe: Yea Commissioner Beckman: Yea Commissioner Palmer: Yea Additions shown by underlining and deletions shown by WHEREAS, the City after a competitive RFP process contracted for parking enforcement services; and, WHEREAS, the agreement provided for the Contractor to provide a comprehensive program for the administration, collection, enforcement, and maintenance of the City's parking meters, valet parking and decal parking areas; and, WHEREAS, the current agreement expired on October I 2008; and, WHEREAS, in the interim, the City desires to continue to use the services of contractor on a month-to-month basis until an R-FP may issue, or a new long term agreement is negotiated; and, WHEREAS, the City desires to engage and retain the services of Contractor to perform the work described in this agreement and Contractor desires to accept the month-to-month engagement; and, WHEREAS, Contractor continues to represent that it is competent, experienced, and able to provide this program. NOW THEREFORE, in consideration of the sw-n of $10.00, the mutual promises and covenants contained in this agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which is acknowledged by both parties, the parties agree as follows. 1. WHEREAS CLAUSES 1.1. The above whereas clauses are incorporated and made a part of this agreement. Page 1 of 3 2.1 Contractor agrees to provide services as specifically described under the prior agreement, which agreement expired on October 1, 2008. The scope of services, price term, conditions and for providing services, insurance requirements, termination provisions, etc., that are contained in that expired agreement are incorporated by reference into and made a part of this agreement as exhibit 1. However, if any provision of this month-to-month agreement conflicts with the terms and conditions of exhibit 1, the terms and conditions of this agreement shall prevail. 3.1 The term shall commence upon the date of this agreement and continue on a month-to month basis for up to 6 months. 4. SEVERABILITY 4.1 Should any paragraph or any part of any paragraph of this agre ement be rendered void, invalid or unenforceable by any court of law, for any reason, the determination shall not render void, invalid or unenforceable any other section or part of any section of this agreement. 5.1 The agreement, when signed by all of the parties, constitutes the fall and complete understanding and agreement of all parties and may not be in any manner interpreted or fulfilled in contradiction of its express terms. This agreement and the incorporated attachments constitute the entire understanding between the parties and integrates by its terms all previous agreements or understandings, oral or written, between the parties. In the event of any conflict, the terms of this agreement will govern over the provisions of any incorporated documents. 6.1 The signatories to this agreement warrant that they are duly authorized by action of their respective City conurdssion, board of directors or other authority to execute this agreement and to bind the parties to the promises, terms, conditions and warranties contained in this agreement. Page 2 of 3 NIMMONS 7.1 In the event a court must interpret any word or provision of this first addendum, the word or provision shall not be construed against either party by reason of drafting or negotiating this first addendum. IN WITNESS WHEREOF, the pal-ties hereto, acting through their duly authorized officers, have executed this agreement as of the date first above written. iwly: W.AolaB ,M CITY CLERK By: President '�\'/T'aria Menelid-e-z ' or Page 3 of 3 I IZZ IV Q tkaffl 212 L01:011111TI 11111A L74 To: The Honorable Mayor & Members of the City Commission From: W. Ajibola Balogun City Manager Wate: September 16, 2008 Agenda Item No.: 196 1111?111 I i Subject: One Year Extension for LAZ Parking Request: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO EXTENDING THE CURRENT CONTRACT WITH LAZ PARKING FOR THE PROVISION OF MUNICIPAL PARKING MANAGEMENT SERVICES, PROVIDING AN EFFECTIVE DATE Reason/P eed: Our current parking management contract with Laz Parking is scheduled to expire on October 1, 2008. As you know, we are currently evaluating several parking systems and equipment prior to making recommendations for changes to the City's comprehensive parking system. So, since Laz Parking is currently providing parking management services pursuant to the existing municipal parking management contract, we are recommending a one year extension to the current contract. Cost: N/A Funding Source: N/A Backup Documentation: Ell Proposed Resolution L3 Existing Agreement 34M June r27,2006 Ronald Stroyne, president Str6yn6 Bros. South, Inc, 7*821 S. W.'de 8ir6er .N4iaMi,--TL '3314;2113.- Re* Purchase of All of the Outstanding Stock of Stroyne Bros. Sotith, Inc. D= Mr. Stroyne: This letter shall set forth the bindffig agreement {the "Agreement!) between Ronald, rbyne�) to sell,, a stro�fie' CSL ad L , Ltd., or one of its wholly-owned subiidiades (661lec,diiely "ILA V) to purchase all of the outstanding- stock of Stroyne Bros. South, Inc. (the " "Company ) Ft 1s our understanding that we've agr=d as follows.- 1. Purchgge and Sale. Strayne agrees to sell and LAZ agrees to purchase frctrxt you all the Company r' one and WIOGths stock in the Dollar (S1.00). 24 Transfer of Stock. Stroyne agrees that the wansfet of his stock shall be free and cl= of-an liens, claims and encumbrances and that he and his successors and assigns agree to warrant and defend LAZ and its successors and assigns from and against any and all liens, claims and encumbrances, whatsoever. After the Closing, and for as long: as the Company shall maintain ie existing hid' with thd- City _6r, S 0 Mams­ Or parking services; LAZ shall cause the Company, at its sole cost and expense to continue , to maintain health. u-mu'ranct for Ronald Stroyne. S ' troyne Shall also b6 entitled to monetary compensation on a case by case basis in the form of a bonus, dependent upon the profitability of the Company. The amount of the bonus and the payment thereof (monthly, amually, etc.) shall be determined solely in the discretion of LAZ. 4. Qosin The closing (the `Closing") of the transaction contemplated by this Agreement shalt occur no later than Friday, June 30,- 2006. - At the closing, Stroyne shall execute and deliver to LAZ the following: (i) a, stock power endorsed in blank in the form attached hereto as Schedule 4(i); (ii) his original stock certificate; (Iii) his resignation as an officer and director of the Company, (iv) all original leases, service ice contrattg and agreements affecting , the Company, (v) a list of employees and their present compensation, accrued sick time and vacation days; V0 ongin at checkbook- with checks and appropriate si gna=m cards; (vii) all books and records of the Comparly, including but not . I lwtiied to its minute book, tax remms, ftandal information, etc.; and (viii) such other documents or instruments as may be reasonably necessary to accomplish the transaction contemplated I, hmssaes§-IP—M> -At the Closing, Seller shall -r to LAZ possession. of its corporate offices, all keys,'pass cod", etc. 6. AMreseiftjjong'.-nnd �arrass�es, Stroyne -kVresatits and warrants to LAZ as to the f6llowin.-, waders, all. of which shall be deemed to be remade as of the Closing, The truth and accuracy of each of the following representations and warranties shall be conditions precedent to LA Z's condition to close: (i) Stroyne Bros. South, Inc. is a corporation duly organized, and in. good standing. under the laws of the State of Florida; I (ii) Stroyne has the fall :power, tight and authority to enter into and perform his obligations under this Agreement. The execution, delivery and performance of this Agrement by Stroyne has been dWy and properly authorized by all proper action and is in accordance with all applicable laws and any and all bylaws and other documents affecting the Company; (iii) Stroyne is the owner of the stock, the stock is free and clear of all liens, claims and encumbrances. Other than Stock Certificate Number representing _ shares of the 2 common stock of the Company, there are ro other stock certificates issued and/or outstanding; (iv) Stroyne has received no written notice of any pending litigation with respect to himself, the Company or aTiy of the Company's property which would affect himself, the Company, or the Company's property; (v) Theft is no pending or t1treat.ened litigation, arbitration, administrative' action, exatninatioin; claiin or demand `Qiats ever relating to himself, the ' Comparv, or. the Company's property. '.No attachments, . execution proceedings, liens, assi,-=eats, or inso1v q .Proceedings- are pending or threatened against Stroyne, the Company, or any of the Company's property; (vi) Stroyne hn received no written notice from any govgr=ental authority of any material violation of any state or federal law, rule, or regulation or agreement concerning the Company, including but not limited to.. the Company's property, its taxes or its employees; (vi--A) Stroyne has not received any written notice of any violation of and knows of no violation of any employee law, ordinance; code, or other applicable state, county, city or federal law with respect to the Company, including but not limited to the Company's property, (viii) Atta6ed hereto as Schedule 6(viii) is a list of all of the employees of the Company as of the date hereof, together with, all vacation pay, sick days and any other amounts dud and owing to each of said employees. Each of -said employees has been paid through the date of Closing. There are no employment agreements with any of the employees; - (ix) The Company's tax retwns, both state and federal have been filed through December 31, 2005. The Company has not received any notice of deficiency or audit. from any federal, state or local authorities with regard to any of its tax returns; (_X) The Company's quarterly report for wage reporting has been filed through the quarter ending 3131/06. The Company's quarterly reports (both state and federal) are all current and the Company is under no order or investigation with regard to any of its quarterly filings; (xi) Attached hereto as Schedule 6(xi) is a true and correct listing 'of, all debts, liabilities and other obligations of the Company. All of said debts and obligations are cunint, and none are past due, (Xii) Attached hereto as Schedule 6(xii) is a true and correct copy of 91 of the assets, contracts, service agreements and accounts receivable of the C6rnpariy. All of the accounts receivable are current (i.e. pa'yabie within thirty days): (xiii) All Iinancial information previously supplied to LAZ is true and correct in all material respects and does not ornit to state any material fact the omission of which would be misleading; (xiv) The estecutiort and delivery of the stock and the co summation of the tra=action contemplated herein will not" (i) constitute or violate or result in the breach of or default under any oral or written. agieenient to -which Stviyn or the. Company is a party or which affiects. any of its property or igieents; (ii) constitute or result in a violation of any order, decree or Wunction with respect to which Stroyne, the Company or any of its -property is bound; cause or ontitlo any party to have a tight to accelerate or declare a4efault under any oral or written agreement to which Smoyne or the Company is a party or which -affects any of its property-. and/or (iii) violate any provision of any municipal. state - or federal . law,' statutory or otherwise. to which Stroyne or the Con, pany is or may be subject; and (xv) The entering into of this Agreement and the consummation of the sale of the stock hereunder will not require Stroyne or the Company to obtain (either before or after Closing) any consent, license, permit waiver, approval, authorization or other action of, by, or with respect to any non-governmental or governmental person or entity. 7. Clung of the Beals. All income and expenses of the Company shall be allocated to Stroyne up to and including June 30,2006- Commencing july 1, 2006- all Company income and expenses shall be allocated to L-AuZ. 4 Stroyrie and its accountants shall cooperate with LAZ and its account nts in connection with the Closing of the books and filing of all appropriate tax returns. S. Track. LAZ shall, after the Closing, continue to cause the .Company to make payments on the Company ft�tck so that it may be utilized by the employees of the Company in connection with the Company business.' 91 IndemnifitgLiaq. Stroyne does hereby personally indemnify LAZ from any and all claims, causes of action, etc, pertaining to the Company and its stock, especially in connection Vfth'any'rhisrepresentatiotis or waranties. Thig'indemnification shall survive th6 Clo.$'Mg: The indemnifications contained in this Agreement shQI be subject to the following provisions- the indemnitee shall notify indernnitor of any such clairri'apinst indeinnitee within thirty (30) days after it has written notice of such claiin, - but failure to notify indemnitor shall in no -case prejudice the rights of indemnitee, undei this Agreement- unless indemniior shall be p0judiced by such. failixe and then only to the extent o 1 f such prejudice. Should indernhitor fall to* discharge. or undertake to defend indethmtee against such liability . within fifteen (15) business days after the'indemniteie gives the indemnit6r written. notice of the same, then indeinnitee m4y., settle suqh.'liabtIity, and inderanitor's hibility to indemnitee shall be conclusively estabifibid by such saftlement!"tha amount of such h li.aVility to inalude both the settlement consideration and the reasonable costs acid expenses, including attorneys lees, incurred by indemnitea in affecting such sattleMent. The obligations set forth in this Section shall survive the dosing or earlier termination of this Agreement 10. KO...ModifigaLl6n. This Agreement shall not be modified-or.amended except in a writtendocumein't signed by Stroyne and LAZ- I believe the above sets forth our understanding with regard to the subject matter hereof If so, please kindly *evidence so by signing in the appropriate place provided bal6w and on the counterpart, original of this letter agreement, retaining one original for your records and returning the other original to us for our records. Very truly yours. N 0 i ep�"1S. v w yy, riV4� Y� r� OW4 y yR fvl bni k i 0 i P. ffi ti I aw r z-1 iM 6 U to •t2o 01 4J m AA to D9 4-o to lid 4. 04 rZ ,7 16. bi t6tJ 4A. CONTRACT BETWEEN CITY OF SOUTH MIMA AND STROYNE BROS. SOUTH, INC. FOR PARKING SERVICES MANAGEMENT.1 This contract is made and entered into this I ( ('�' day of September, 2003 between the City of South Miami, a Florida municipal corporation, located at 6130 Sunset Drive, South Miami, Florida 33143-5093 and Stroyne Brothers South Inc. located at 7822 SW 66 Street, Miami, Florida 33143, a Florida corporation, hereinafter referred to as "Stroyne". WITNESSETH: WHEREAS, the city conducted a competitive RFP in order to contract for parking enforcement services, which RFP, by this. reference is incorporated into and made part of this contract; and WHEREAS, the city is desirous of engaging a company to provide a comprehensive program for the administration, collection, enforcement, and maintenance of the city's parking meters, valet parking and decal parking areas; and WHEREAS, city desires to engage z and retain the services of Stroyne to perform the work described in this contract and Stroyne desires to accept the engagement; and, WHEREAS, Stroyne represents that it is competent, experienced, and able to provide this program. NOW THEREFORE, in consideration of the sum of $10.00, the mutual promises and covenants contained in this contract, and for other good and valuable consideration, the receipt and legal sufficiency of which is acknowledged by both parties, the parties agree as follows. 1. WHEREAS CLAUSES 1.1. The above whereas clauses are incorporated and made a part of this contract. 2.1 Stroyne agrees to provide services as specifically described, and under the scope of service set forth in pages two and three of the RFP, which Page 1 of 19 by this reference is incorporated into and made a part of this contract. 2.2 '_'Stroyne .'*rees . to, provide a comprehensive program for the inisttdti 04 aion,*1 en orcemeiir,. and-7maintdidnce tor all parking meters,, posts, parkirig sign faces;'` valet tayps 'and"die,ciat parking areas `within e-� c Maintenance and installation of parking meters, meter posts, and sign faces shall be on a scheduled, proactive basis. Stroyne will perform new, individual meter installations of new, entire parking areas. The cost of these new or additional installations (parts & labor) will be billed to the city separately by Stroyne. The city shall furnish and/or reimburse Stroyne for the cost all direct materials or parts used in the maintenance program. The specific requirements of enforcements (including valet) program are stipulated in exhibit 1, and 2. Meter maintenance and general field maintenance requirements are provided in exhibit 3. Valet enforcement and restricted residential areas shall be conducted in accordance with the respective city's ordinances. All meters shall at all times remain the property of the city. 2.3 Stroyne guarantees to provide city 100% of all parking meter revenues for the 750 meters (subject to change) currently owned by the city. The collection will be the responsibility of Stroyne. He shall collect the meter boxes of the most heavily used meters no less than two times a week. 2:4 � Stroyne may I pu . r I chhhse and -install I addition . al parking meters rs with prior written approval of the ci1y manager. Any new meters become the property of the city at the end of this agreement. The meters are to be in operation from 9:00 AM to 12:00 midnight, 7 days a week, or as otherwise designated by the city. The meters will be enforced on some national holidays as designated by the city. 2.5 '`Th, right;-, As, a policy decision, to alter'the time' and:.-. the- , days; that.,., the, meters are enforced.,,-, Shoul& the`' cifyJ hk in e such a decision, bath; - parties will,- negotiate_ any changes in enforcement or - revenue divisiofffts "d't6sult'of the changes.". 2.6 Stroyne agrees to operate the parking meters 7 days per week to provide minimum overage of 91 weekly hours of schedule coverage with a minimum of I enforcement officer and 29 weekly hours of coverage with a minimum of 2 officers. The breakdown of these weekly enforcement coverage hours is provided in exhibit 1. 2.7 Stroyne agrees to follow an enforcement schedule similar to the one presented in exhibit 2. Planned changes to the schedule for any month Page 2 of 19 need to be forwarded to the city manager or his designee at least 5 business days prior to the start of the month. The changes should be clearly indicated on the schedule sheet for the month. 2.8 Stroyne agrees to furnish the city with monthly enforcement productivity reports (gap report) summarizing enforcement citation output for each enforcement officer during all shifts. The report must demonstrate a daily breakdown by enforcement officer and the time-sequence citation output throughout each shift. A copy of the report (gap report) is to be maintained on an annual basis for the city's review at their request. Exhibit 5 provides a sample of the report. 1 2.9 Stroyne agrees to maintain and furnish upon request a monthly maintenance activity reports summarizing all work completed during the previous month. The report's are to be completed no later. than the 5th day of each month. Exhibit 5 provides a blank form for the report. 2.10 All revenues generated as a result of fines and forfeitures shall belong to the city. Stroyne shall not receive any remuneration, cash revenues, credit or any form of compensation from violations, nor shall any quotas I or goals be fixed, placed, or planned. 2.11 Stroyne warrants that all parking meters or other materials supplied shall be of good quality, free from faults and defects, fit for purposes intended and shall be warranted as to service parts for a period of one year from installation. 2.12 Stroyne represents and warrants to the city that it possesses all qualifications, licenses and expertise required for the performance of the services listed under this section; that Stroyne is not delinquent in the payment of any sums due to the city; all persons assigned to perform the services identified in this section are and shall be, at all times during the term of this contract, fully qualified and trained to perform the tasks assigned; and that services will be performed as directed in the RFP. 2.13 Stroyne agrees to allow for 100% - auditing of all meter revenues by the city during the life of contract. The city's right to audit hall extend for a period of 120 days beyond the termination of this agreement. Additionally, a schedule of revenue collections shall be submitted to the finance director no later than the 1St of each month. One city employee shall be present during the collection process, bagging, and bank delivery. A copy of each deposit slip shall be submitted to the finance director by Stroyne. Page 3 of 19 2.14 Precaution shall be exercised at all times for the protection of persons and property. Stroyne and his subcontractors shall conform to all OSHA, state, county, and city regulations while performing under the terms and conditions * of this contract. Any fines levied against Stroyne due to Stroyne's inadequacies to comply with these requirements shall be borne solely by Stroyne. 2.15 Stroyne shall, at the time of executing this contract hold a valid occupational license issued by the federal, state or county qualifying Stroyne to perform the work proposed. If a subcontractor(s) is employed, an applicable license issued to the subcontractor(s) shall be submitted along with Stroyne's certificate prior to the starting of work; provided, however, that the city may, at its sole discretion and in its best interest, allow Stroyne to supply the certificate to the city during the first week of work. i 3. COMMENCEMENT DATE AND TERM 1 3.1 The term shall commence upon the date of this contract and expire upon the earlier of October 1, 2003 or the acceptance of fall performance by the city. 3.2 The contract may be extended for three one-year extensions, unless cancelled by either party with 90 days prior written notice., 3.3 The city reserves the right to renegotiate the terms of the contract annually. In exchange for the two-year agreement and 3 one-year extension provisions, Stroyne guarantees that the city will receive 100% of all meter revenue. 4.1 The city shall pay Stroyne the sum of $17,461.67-per month. The amount shall be a fixed price. 4.2 The city shall not be liable to pay, and shall not pay, charges for extra work, delay charges, or additional work, unless the city's contract officer specifically authorizes the extra or additional work, in a written task order before the commencement of the work. Page 4 of 19 5.1 None of the work or services under this contract shall be subcontracted unless Stroyne obtains prior written consent from the city. Approved subcontractors shall be subject to each provision of this contract and Stroyne shall be responsible and indemnify the city for all subcontractors' acts, errors or omissions. 5.2 Stroyne shall not assign, transfer or pledge any interest in this contract without the prior written consent of the city; provided, however, that claims for money by Stroyne from the city under this contract may be assigned, transferred or pledged to a bank, trust company, or other financial institution' without the city's approval. Written notice of any assignment, transfer or pledge of funds shall be furnished within 10 days by Stroyne to the city. 6.1 The caty may, at :`any time „by written change ` order make:` 'c' h -an* g i e-s to` t h e; -- s c ope l'b f - work, ;” acid t0- `% the means:: and, 'met ho Vs " o f-"p'er f o rmmg the works The city may order temporary stoppage of the work or delay in performance that does not alter the scope of work. Changes, including any increase or decrease in the amount of Stroyne' S compensation',' shall be incorporated in written amendments to this contract. 6.2 If any change causes an increase or decrease in the price charged, the maximum amount of the contract, or the time required for performance of any part of the work under this contract, or otherwise affects the conditions of this contract, the city shall make an equitable adjustment to the maximum amount, the price(s), the delivery schedule, or other affected terms, and shall modify the contract with a written change order. 7.1 Either party may terminate this contract prior to the expiration of the initial term or any subsequent renewal term on account of a material breach of this contract by the other party, which has not been cured within 10 days from the date of receipt of written notice of breach from the party seeking termination. 7.2 Termination shall be effective as of the end of the notice period in the case of any uncured material breach. Page '5 of 19 7.3 Stroyne may terminate this contract prior to the expiration of the initial term or any subsequent renewal term upon not less than 30-days prior written notice to the city in the event that Stroyne is unable to complete the services identified in section 2 due to causes beyond Stroyne's control. 7.4 The city shall have no liability to Stroyne for future profits or losses in the event of termination for default. 7.5 The rights and remedies of the city provided in this provision shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 7.6 Should Stroyne provide the city with written notice of cancellation of contract, Stroyne will be required to refund a pro-rata share of the compensation identified in section 4, above. 8. TERMINATION FOR DELAY. 8.1 If the project is suspended or Stro ne's services are delayed by the city for more than 30 consecutive days, Stroyne may terminate this contract by giving not less than 10 days written notice. 8.2 The liability of the city upon termination'-by 'Stroyne for suspension or delay of the project shall be for the value of services performed pursuant to the schedule contained in the statement of work rendered by Stroyne to the time of termination by Stroyne. The city shall not be liable for future profits or losses. 9.1 The city may terminate this contract for convenience at any time by giving 10 days notice in writing to Stroyne. -Stroyne will be paid for the value of services performed pursuant to the schedule contained in the statement of work, up to and including the termination date. Stroyne will be 'permitted to complete on-going investigations and shall be paid for all satisfactory work completed. The city shall not be liable for future profits or losses. 9.2 In the event that the city improperly terminates the contract for default under paragraph 7, the termination shall be deemed a termination for convenience under this paragraph. Page 6 of 19 \4d 10. 1 Not withstanding any other provisions of the contract, if the funds anticipated by the city for the payment of work under this contract are at any time not forthcoming, through the failure of the city to appropriate funds, the failure of Miami'Dade County, the Florida Legislature, or the U.S.. Congress to appropriate funds, or the refusal of the administrative branch of the federal or county government to release funds, or due to any other reason for the unavailability of funds in succeeding fiscal years, or the discontinuance or material alteration of the program under which funds are to be -provided, the city shall have the right to terminate the contract without penalty by giving not less than 10 days written notice of the lack of available funding. 10.2 In the event the city declines to appropriate funds for payment of the contract for future fiscal years, Stroyne shall be paid for work performed under the contract with funds that are appropriated for the current fis al year. The liability of the city to Stroyne shall be limited to the obligation to budget and appropriate funds for work performed during the current fiscal year. 10.3. For any portion of the work that is funded by coLty, state or federal appropriations or grants, the liability of the city to Stroyne shall be limited to payment for services when payment is received by the city from the county, state . or federal authority. The city shall submit all required documents requesting payment within' a reasonable time. The city shall not be liable to Stroyne for work performed in the event that payment is not received by the city from a county, state or federal funding authority. This is a pay-when-paid clause. FWVF�, ;1= 11.1 If work under this contract is not performed in accordance with the terms hereof, the city has the right to withhold any payment due to Stroyne, of any sums as the city may deem sufficient to protect it against loss, or to ensure payment of claims, and, at its option, the city may apply the sums in the manner as the city may deem proper to secure itself or to satisfy the claims. The city will provide Stroyne with 10 days prior written notice in the event that it elects to exercise its right to withhold under this paragraph. 11 IJ 5 • 12.1 The city shall make payment to Stroyne within 30 days of receipt of the original written invoice and sufficient backup documentation and acceptance of the work by the city. Interest shall accrue on unpaid invoices as provided by section 218.74, Florida Statutes. Page 7 of 19 12.2 Contractor shall not be entitled to any carrying charges or finance fees due to late payment by the city. 13. LIENS 13.1 Stroyne, subcontractors, suppliers and laborers are prohibited from placing a lien on city's property. 14.1 Stroyne is furnishing its services as an independent contractor and nothing in this contract shall ' create any association, partnership or joint venture between the parties, or any employer - employee relationships. 15.1 The city shall not be held liable or responsible for any claims which may result from acts, errors or omissions of Stroyne or its subcontractors, suppliers or laborers. In reviewing, approving or rejecting any submissions or acts of Stroyne, the city in no way assumes responsibility or liability for the acts, errors or omissions of Stroyne or subcontractors. 15.2 Stroyne shall not commence work under this contract until it has obtained all insurance required by the city. Stroyne shall defend, indemnify and hold the city harmless from any and all claims, liability, losses, expenses and causes of action arising solely out of a negligent act, error, or omission or misconduct of Stroyne, or Stroyne's subcontractors, suppliers and laborers incident to the performance of Stroyne's services under this contract. Stroyne shall pay all claims, losses, fines, penalties, costs and ' expenses of any nature whatsoever resulting from its intentional misconduct or negligence. 15.3 Stroyne shall maintain during the term of this contract the following insurance: A. Automobile liability insurance should cover owned, non- owned and hired automobiles with combined single limits of at least $1,000,000.00. B. Comprehensive general liability insurance with broad form endorsement, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and Page 8 of 19 4� personal injury and property damage liability with at least a combined single limit of $100,000.00 per person and $200,000.00 per occurrence for bodily injury and property damage liability. The policy or policies shall name city as additional insured and shall reflect the hold harmless provision contained herein. C. Workers' Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. D. The policies shall contain waiver of subrogation against the city where applicable and shall expressly provide that the policy or policies are primary over any other insurance that the city. may have. The city reserves the right to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the city. E. All insurance policies required must be written by a company or companies rated at least "A" as to management and at least "Class X" as to financial strength in the latest edition of the Bests Insurance Guide, published by Alfred M. Best Co., Inc., Fulton Street, New York, New York, and qualified to do business under the laws of the State. of Florida. F. The policy or policies of insurance required shall be written in a manner such that the policy or policies may not be canceled or materially changed without 60 days advance written notice to the City of South Miami. Written notice shall be sent to Director of Finance, at the above address: City of South Miami To the Attention of the Finance Director 6130 Sunset Drive South Miami, Florida 33143-5093 H. Stroyne shall furnish certificates of insurance to the city prior to the commencement of operations. The certificates shall clearly indicate that Stroyne has obtained insurance in the type, amount, and classification as required for strict compliance with this paragraph. 15.5 Compliance with the foregoing requirements shall not relieve Stroyne of its liability and obligations under this contract. Page 9 of 19 follows: 11111, 1 rill '111 , 111 111' llo� I ISM , JAN 16.1 During the performance of this contract, Stroyne ' agrees as A. Stroyne shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation or national origin. B. Stroyne shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation or national origin. Such action shall include, but not be limited to, (1) employment, (2) upgrading, (3) demotion, (4) transfer, (5) recruitment or recruitment advertising, (6) layoff or termination, (7) rates of pay or other forms of compensation, and (8) selection for training, including apprenticeship. C. Stroyne shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the contracting officer that explain this clause. D. Stroyne shall, in all solicitations or advertisements for employees placed by or on behalf of Stroyne, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation or national origin. E. Stroyne shall send, to each labor union or representative of workers with which it has a collective bargaining contract or other contract or understanding, the notice to be provided by the contracting officer advising the labor union or workers' representatives of Stroyne's commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment. F. Stroyne shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor. G. Stroyne shall furnish all information and reports required by Executive Order 11246, as amended and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. Stroyne shall Page 10 of 19 permit access to its books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with the rules, regulations, and orders. H. In the event of a determination that Stroyne is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part, and Stroyne may be declared ineligible for further governmental contracts, or federally assisted construction contracts under the procedures authorized in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law. I. Stroyne shall include the terms and conditions of this clause in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. Stroyne shall take the action with respect to any subcontract or purchase orders as. the Department of Labor may direct as a means of enforcing the provisions, including sanctions for noncompliance; provided that if Stroyne becomes involved in, or is threatened with, -litigation with a subcontractor or vendor as a result of the direction, Stroyne may request the United States to enter into the litigation to protect the interests of the United States. 17.1 Any claim or dispute arising out of or related to this contract shall be subject to informal mediation as a condition precedent to the institution of legal or equitable proceedings by either party. Both parties waive any right to Arbitration. 17.2 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Miami-Dade County, Florida, unless another location is mutually agreed upon. 17.3 Contracts reached in mediation shall be enforceable as settlement contracts in the circuit court for the 11th judicial circuit for the State of Florida. Page 11 of 19 18.1 For the purposes of this contract, Florida law shall govern the terms of this contract. Venue shall be in Miami-Dade County, Florida. 19.1 The city does not waive sovereign immunity for any claim for breach of contract or for an award of prejudgment interest; provided, however, that in any action arising out of or to enforce this contract, the prevailing party shall be entitled to its reasonable attorney's fees and costs. 20.1 All notices given or required under this contract shall be deemed sufficient if sent by certified mail, return receipt requested, to the addresses of Stroyne and to the city specified in this contract, unless either party shall specify to the other party a different address for the giving of the notices. 21.1 For the purposes of this contract, the contracting officers are --as follows: - - To the City: City of South Miami City Manager 6130 Sunset Drive South Miami, FL 33143-5093 Telephone: (305) 668-2510 To Contractor: Stroyne Bros. South, Inc. Ron Stroyne, President 7822 SW 66h Street Miami, FL 33143 Telephone: (305) 595-4866 Page 12 of 19 F-2. EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS 22.1 The city, or any of their duly authorized representatives, shall, until 3 years after final payment under this contract, have access to and the right to examine any of Stroyne's books, ledgers, documents, papers, or other records involving transactions related to this contract for the purpose of making audit, examination, excerpts, and transcriptions. 22.2 The city may, at reasonable times during the term of the contract inspect Stroyne's facilities (if applicable) and perform inspections, as the city deems reasonably necessary, to determine whether the services required to be provided by Stroyne under this contract conform to the terms of the contract_ and RFP. Stroyne shall make available to the city all reasonable facilities and assistance to facilitate the performance of inspections by city representatives. 22.3 Stroyne understands and agrees that any information, document, report or any other material whatsoever which is given by the city to Stroyne, or which is otherwise obtained or prepared by Stroyne pursuant to or under the terms of this contract is and shall at all times remain the property of the city. Stroyne agrees not use the information, document, report, or material for any other purpose whatsoever without the prior written consent of the city, which consent may be withheld or conditioned by the city in its sole discretion. 22.4 Stroyne agrees to include in first-tier subcontracts under this contract a provision substantially the same as section 16 above. "Subcontract,' 5 as used in this clause, excludes purchase orders not to exceed $5,000.00. 22.5 Stroyhe understands that the public shall have access, at all reasonable times, to all documents and information pertaining to city contracts, subject to the provision of chapter 119, Florida Statutes, and agrees to allow access. by the city and the public to all documents subject to disclosure under applicable law. Stroyne's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this contract by the city. 22.6 The right to access and examination of records in this section shall continue until disposition of any mediation, claims, litigation or appeals. Page 13 of 19 I,- 23.1 All documents, reports, plans, specifications or other records, including electronic records, resulting from the professional services rendered by Stroyne under this contract shall be deemed the property of the city and the city shall have all rights incident to this ownership. Stroyne acknowledges that all documents prepared under this contract shall be public records, and shall be subject to public inspection and copying, as provided by chapter 119, Florida Statutes. Upon conclusion of this contract and any extensions, all documents shall be delivered by Stroyne to the city. Stroyne shall have the right to retain copies of the documents at Stroyne's expense. 24.1 Should any paragraph or any part of any paragraph of this contract be rendered void, invalid or unenforceable by any court of law, for any reason, the determination shall not render void, invalid or unenforceable any other se�tion or part of any section of this contract. :25 * .1 - The contract, when signed by all of the parties, constitutes the - fall and complete understanding and contract of all parties and may not be in any manner interpreted or fulfilled in contradiction of its express terms. This contract and the incorporated attachments constitute the entire understanding between the parties and integrates by its terms all previous contracts or understandings, oral or written, between the parties. In the event of any conflict, the terms of this contract will govern over the provisions of any incorporated documents. fl �M 26.1. Stroyne warrants that neither it, nor any principal, employee, agent, representative or family member has promised to pay, and Stroyne has not, and will not, pay a fee the amount of which is contingent upon the city awarding this contract to Stroyne. 26.2 Stroyne warrants that neither it, nor any principal, employee, agent, representative or family member has procured, or attempted to procure, this contract in violation of any of the provisions of the Miami-Dade County or the City of South Miami's conflict.of interest and code of ethics ordinances. Page 14 of 19 26.3 A violation of this paragraph will result in the termination of the contract and forfeiture of funds paid, or to be paid, to Stroyne. 27.1 The signatories to this contract warrant that they are duly authorized by action of their respective city commission, board of directors or other authority to execute this contract and to bind the parties to the promises, terms, conditions and warranties contained in this contract. . IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized officers, have executed this contract as of the date first above written. I Ali ATTEST: CITY CLERK By: A� I� netta Taylor 117P. Approv d as to orm: da- Page 15 of 19 Ron Stroyne, F-IM The Stroyne shall make provisions to have their enforcement personnel on duty in order to properly "achieve the coverage requirements. The 15 daily hours of parking enforcement will be maximized and shall include coverage for vacation, sick and other any other leave. The following schedule requirements will apply for all normal enforcement days. Minimum No. of Parking Daily Enforcement Officers Enforcement Hours Coverage Hours Monday — Sunday 1 13.0 9:00 AM —10:30 PM Thursday 2 5.0 5:00 PM —10:30 PM Friday 2 8.5 3:30PM—Midnight Saturday 2 8.5 1 3:30 PM - Midnight Sunday 2 8.5 3:30 PM - Midnight MI. IM.AL ..WEE KLX ENFORCEMENT COVERAGE; A. Single coverage: 7days x 13 hrs/daily = 91.0 Hours B. Double coverage: 1 day x 5.0 hrs/daily = 5.0 Hours I day x 8.5 hr./d = 8.5 Hours 1 day x 8.5 hr./d = 8.5 Hours I day x 8.5 hr./d = 8.5 Hours Total weekly hours 121.5 Note: This coverage will include holidays where parking enforcement will be in effect. For the double coverage requirements, some exceptions will be allowed during the contract period. Whenever possible, Stroyne must make a written notification of this inability in advance to the city manager or his designee. Incidents where the double coverage requirement for a given day is not met without prior city approval are not to exceed 10 for any contract period. The personnel schedule provided on 'the following page (Exhibit 2) reflects the coverage parameters outlined above. Page 16 of 19 �= MA WEEKLY MEETER HOURS 9:00 A.M. TO 12:00 Midnight (105 Hours). WEEKL Y ENFOR CEMENT HOURS 9:30 A. M —10: 30 P.M. (91 Hours). 1. THREE (3) FTE'S: A = 9:00 AM — 5:30 P.M. = B = 2:30 PM —11:00 P.M. = C = 2:30 PM —11:00 P.M. = 10:00 AM — 6:30 P.M.= 9:00 AM — 5:30 P.M. = 8 HOURS WITH 'h LUNCH 8 HOURS WITH 1/2 DINNER SUNDAY / MONDAY; THURSDAY; FRIDAY / SATURDAY H. ONE (1) PTE: (25 HOURS A WEEK) D = 5:00 PM = 10:00 P.M. / WEDNESDAY — SATURDAY; 1:00 P.M. — 6:00 P.M. / SUNDAYS NOTE: SAMPLE INCLUDES NET OF MEAL BREAKS, PREPARATION TIME AND PROJECTED TRAVEL TIME. MINIMUM WEEKLY ENFORCEMENT COVERAGE IS OF 91 HOURS (9:30 A.M. to 10:30 P.M;) A) DOUBLE: 1) 3:30PMT05:30PM= 2HOURS (SEVEN DAYS A WEEK) = 14 HOURS 2) 5:00 PM TO 10:00 PM =4DAYS (WED. —SAT.)= 20 HOURS 3) 1:00 PM TO 6:00 PM = 5 HOURS ONE DAY (SUNDAY) = 5 HOURS Note: a total of 39 hours of double coverage. - B) TRIPLE: 1) THURSDAY 3:30 PM TO 5:30 PM (2 HOURS OF TRIPLE COVERAGE --STAFF MAY BE USED FOR MAINTENANCE AND/OR FIELD INSPECTIONS ECT.) INSTANCES OF DOUBLE AND TRIPLE COVERAGE CAN BE REDUCED BY VACATIONS, SICK LEAVE AND OTHER ABSENCES. NOTE: The City will reserves the right, as a policy decision to alter the time and the days that the meters are to be enforced. Should the city decide to alter the time and days of enforcement both parties will negotiate any changes in enforcement on revenue as a result of the change as provided for in paragraph 6 of the underlying 9/4/03 contract. Page 17 of 19 CITY OF SOUTH MLAMI Field Inspections In addition to the regular parking meter inspection and maintenance schedule, weekly inspections of all parking meter posts, sign faces and sign posts shall be conducted Stroyne's filed personnel. Deficiencies will be addressed in accordance with the completion time specifications listed below: Required -Correction Damaged or defaced sign Bent parking meter post Missing or damaged parking meter heads Completion Time from Date Reported within 5 business days within 10 business days within 24 hours Shorter completion times will be required for hazardous conditions, .such as a meter post bent so severely as to compromise pedestrian or vehicular safety. Field Repair Report A monthly report summarizing the month's repair activity is to be maintained by the subcontractor and submitted to the city upon request. The report will be completed within the first five (5) working days of the month following the prior month. A blank report form is provided in Exhibit 4 of the contract. Maintenance Activity ��y y Frequep meter posts - r e j, aint every` months' Si ev --L -w %, hen 30 50faded..; rep I ac e: J,; � 36-monthsbf'. ery: J - 107411111011111` hiq� P. All" afki n " g meters ar e inspected dail y . an d repairs are ma d e within ,twenty= our The city shalt receive month copies of all meter repair records. Page 18 of 19 CITY OF SO UTH MIAMI PAMUNG METER MUNTENANCE AND REPAIR PRO GRAM MonthlYear 200 Page#. DAYIDAYE LOCATION DESCRIPTION ----------- - Note: Maintenance sheets in ' ust be properly filled out and secured by Stroyne. They should be place on a three ring binder and readily available for inspection by the City. Reporting Serviceman Page 19 of 19 �t- 0 South Miami Officer Log.... generated on THU 09/04/2003 at 15:46:53 Reported'On: All Officers Report Range: FRI 08/29/2003 to FRI 08/2 Data Type Reported on: Parking Citations ( J VOLIATIIE 1 303 1 ---------------- - - - - -- I Oat., I Hunicipa2ity, ( Heat, I O8/29/2DO3 ( 09 1 10 I I Tim.: I Elapsed I Citation: I Location: I Vic: I Amount I License Plate: ......................................................................................... 1 12:46 PH 1 0104 1 83864966 1 1300 SW 58 TH ( 01/30 -3784 ............................... 1 $18.001 FL U72CCL 1 12:46 PH 1 n:DO 1 83864974 1 7300 SW 58 TH ( 01/30 -378. 1 $18.001 FL RBU687 1 12:41 PH 1 0:01 1 83864982 1 7300 SW 58 TH 1 01130 -318. ( $18.001 PL HA287Z j 1 12:51 PH 1 0:04 1 83864990 1 SBOO SW 71 ST 1 01/30 -378. 1 $18.001 FL D46BZE 1 12:52 PH ( 0:01 1 83865008 1 5800 SW 71 ST 1 01/30 -378. 1 $18.001 FL U26AZE { 12:54 PH I 0:02 1 83865016 1 5800 SW 71 ST 1 01/30 -378. ) $18.001 FL V10JGE 101 :28 PH 1 0:34 1 8386024 1 7300 SW 58 TH 1 0113D -378. 1 $18.001 FL AOBEHH 1 01:30 PH I 0:02 1 33865032 1 7300 SH 58 TH 1 01130 -378a I $18.001 FL GY28SR 101 :31 PH ) 0:01 1 83865040 ( 7300 ON 58 TH 1 01/30 -3780 ( S15.001 FL VLOFBH 1 01:31 PH 1 0:00 { 83865D59 1 7300 SW 58 TH 1 01/30 -378. ( $18.001 FL V47MZ 1 01:32 PH 1 0:01 1 83665067 ,1 MO SW 58 TH 1 01/30 -378a I $18.001 FL "SADC ' 1 01:34 PH I. 0:02 ( 83865075 1 1300 SW 58 TH i 01/30 -378. I $18.001 PL U26ACR 1 01 :36 PH I 0:02 1 83865083 ) 7300 SW 58 TH 1 01/30 -378. ( $18.1101 PL U97AL5 1 01:37 PH 1 0:01 1 83865091 1 7300 SW 58 TH 1 01/30 -378. 1 $15 001 FL U44PJL 1 01:38 PH 1 0:01 1 83865105 1 73DO SW 58 TH 1 01/30 -378. 1 $18.001 FL U15SRJ 1 01:38 PH ( O :DO 1 83865113 1 5800 SH 73 = 1 01/30 -378. I $18.001 PL MHB40E 01 :40 PH 1 O :D2 1 83865121 1 7200 SW 58TH 1 01/30 -378. 1 $28.001 FL V65%0.Y ... -01,42- PH 1 0:02 -.1 03865130 1 SBOO SW 71 ST 1 04/30 -357 .. _ 1...933 -:001' FL V840SV' 01 :46 PH 1 004 1 $3865148 1 7300 SH 57 TH 1 04130 -367 I $33.001 PL U87NAP ( 01:47 PH ( 0:01 1 83865156 ( 72DO SW 57 TH ( 01/30 -378. 1 $18.001 PL V62WNH 1 01:50 PH ( 0:03 1 83865164 1 7200 SW 57 TH 1 03130 -388.3 1 528.001 PL UOSZNq 1 02:35 PH 1 0:45 ( 83865172 1 7300 SW 58 TH 1 01130 -378e 1 $18.OD) PL WOSUPL 102 :36 PH ( 0:01 1 03865180 1 7300 SW 58 TH ( 04/30.367 I $33.001 PL USSBPA i 02 :38 PH I 0:02 1 83865199 1 7300 SW 58 TH 1 01/30 -3T8. I $18.001 FL V57TNA 1 02:39 PH 1 0:01 1 83865262 1 7300 SW 56 TH 1 01130 -370. I 518.001 FL V2BNWH i 03:04 PH 1 0:25 ( 83865210 1 5800 SK 71 ST 1 01/30 -378. 1 $18.001 FL NOOCBq 1 03:05 PH I D.Dl 1 83865229 ( SBOD SW 71 ST 1 01/30 -378. 1 $16.001 FL H15HH 1 03:07 PH 1 0:02 1 83865231 1 SBOO SW 71 ST 1 01/30 -378. i $18.001 F1. W43LPU 1 03:09 PH 1 0102 i 83865245 1 5800 SW 72 NO 1 01/30 -378. 1 518.001 PL HA3 DID i 03:11 PH 1 0:02 ( 83865253 1 $SOD SW 72 ND ( 01/30 -378. 1 S18.001 FL CGHSC 103 :13 PH 1 0:02 { 83865261 1 5800 SW 72 ND 1 01/30 -378. 1 $18.001 FL W57JNE 1 03:14 PH 1 0:01 1 83865270 1 5900 SH 72 NO 1 01/30 -378. 1 $18.001 PL W73EN8 1 03:15 PH I 0:01 1 83065288 1 5800 SW 72 NO 1 01/30 -378e 1 $18.001 FL "umv i 03:20 PH I 0:05 ( 83065296 ( 7100 SW 58TH i 03130 -388.3 1 $26.001 FL T13LHW 1 03:37 PH ( 0:17 ) 83865300 1 5800 SW 73 RD 1 01/30 -37B. ( $18.001 FL V65JDY 1 03:38 PH 1 0:01 1 83865310 I SBDO SH 13 RD i 01/30 -378. i $18.001 FL N11HEC ------------------------------------------------------------------------------------------------------------------------ I 1 72 I Sector Valid Totala I 711 $1418.00 I 1 3 I Sector Void Total. 1 31 $64.00 ......................................................................................... ( 1 71 ( Officer Valid Tmta13 1 ............................... 711 91418.00 ( 1 3 I officer Void Total. 1 31 564.00 V V � E111, KESOLUTION NO. 157-03-11707 WHEREAS, the City of South Miami's current parking management contract will expire on the 30th of September 2003; and WHEREAS, on May 30, 2003, the city. issued a request for proposal in order to competitively solicit service provid&rg to obtain *king management services and enter into a new municipal parking management contract; and WHEREAS, on July 22, 2003, the mayor and the city commission selected Stroyne Bros. South, Inc., to promote, operate, and maintain the city's comprehensive parking system and instructed the city's staff to negotiate a parking services management agreement; and Uq-MIRE R ., ----A - , attached as exhibit I to this resolution is the proposed parking services -management agreement. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY, COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Sect-ion 1. The city commission approves and authorizes the city manager to execute a contract with Stroyne Bros. South, Inc. for parking management services. Section 2. This resolution shall be effective October 1, 2003. PASSED AND ADOPTED this 16 day of September 2003. rw READ AAD CITY ATTORNEY YOR Page 1 of 1 COMMISSIOW VOTE: 5 - 0 Mayor Feliu: Yea Vice Mayor Russell: Yea Commissioner Wiscombe: Yea Commissioner Bethel: Yea Commissioner McCrea: Yea,