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HomeMy WebLinkAboutoperating agreementOPERATING AGREEMENT FOR WATSON ISLAND PARKING OPERATIONS This Agreement is made this day of , 2002, by and between the City of Miami, Florida ("City") and the Department of Off -Street Parking of the City of Miami ("DOSP"). RECITALS A. The City is the owner of the real property known as Watson Island (the 'Property"). B. The Property includes an area for a boat ramp parking lot accommodating approximately fifty-one (51) standard automobiles and fifty-four (54) boat trailers, and an area for a surface parking lot accommodating approximately two hundred eight (208) parking spaces. C. DOSP is experienced_ in. the construction, management and operation of parking facilities. D. The City wishes to engage the services of DOSP for the construction, operation, maintenance and management. ;of the two above -referenced parking facilities and wishes to accept the engagement. on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the City and DOSP agree as follows: 1. RECITALS: The recitals are true and.aie• hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall commence upon full execution hereof (the "Commencement Date") and shall end twenty (20) years thereafter. The term may be extended for one (1) ten (10) year renewal period by mutual written agreement. 3. DESIGN, CONSTRUCTION AND FINANCING OF PARKING FACILITIES: DOSP shall be responsible for the design, construction and financing of the two parking facilities. 4. OPERATION AND MANAGEMENT OF PARKING FACILITIES: DOSP shall be responsible for the operation, management and maintenance of the parking facilities. DOSP shall be, and is hereby authorized to employ all personnel necessary for the performance of its responsibilities hereunder. The maximum rates for the use of the parking facilities by the public shall be established by City Ordinance and DOSP shall not have the right to alter or change the maximum allowed parking rates without the City's written approval. 5. DUTIES AND OBLIGATIONS OF DOSP: A. DOSP shall be responsible for the day-to-day maintenance and operation of the parking facilities and shall be responsible for keeping the properties in a neat and clean condition at all times. B. DOSP shall provide the personnel necessary to monitor the parking facilities during operating hours. It is initially anticipated that each facility will be equipped with a master meter for daily, transient parking and permits for monthly parkers, staff and employees. The operational responsibilities will be handled mainly by the Watson Island Attendant Specialist, an employee of DOSP, who will be cross - trained to perform a number of duties, including but not limited to, greeting and informing parkers, collecting revenues, enforcing and providing security. Additionally, the Watson- Island Attendant Specialist will provide light housekeeping for the parking lots, including litter pick-up and sidewalk sweeping. C. DOS? shall ensure that employees at the parking lots are properly uniformed, so as to present a neat, clean and professional appearance at all times. D. If requested by the City, DOS? shall, on an around -the -clock basis, or as otherwise required by the City, from time -to -time, coordinate for qualified personnel to provide necessary equipment, trained personnel and vehicles for battery assistance, tire changing and distress services for vehicles parked in the parking lots. DOS? may charge, in addition to regular parking charges, reasonable fees, approved in writing by the City, for towing of vehicles on or off the parking lots for mechanical purposes, and such fees shall be included in Gross Revenues. All authorized charges for services, if authorized by the City, shall be prominently and publicly posted, as may be required by the City. The cost of maintaining this service will be an Operating Expense and the revenues shall be included in Gross Revenues. E. DOSP shall maintain a record of time for use by all hourly employees. 6. GROSS REVENUES, OPERATING EXPENSES AND REPORTS: A. DOSP shall collect daily all moneys deposited in the master meter which, together with all other moneys paid or payable to DOSP for parking related transactions made and' for services rendered by DOSP in the operation of the parking lots, regardless of when or where the services are rendered, are referred to herein as "Gross Revenues". B. DOSP will be responsible for processing and remitting appropriate sales tax and parking surcharge amounts due from all collections made. 2 C. DOSP shall submit to the City reports, in such form as the City shall from time to time reasonably require, showing all monthly activity and Gross Revenue summaries and certifications, to be reconciled to daily or weekly reports. Additionally, DOSP shall submit to the City monthly summaries and the City may reasonably require certifications of Operating Expenses together with such supporting documentation required by the City. For purposes of this Agreement, the term "Operating Expenses' shall mean all costs and expenses incurred or paid by DOSP in connection with the operation of the parking lots located on the Property. Operating Expenses include, but are not limited to Salary & Wages, Fringe Benefits, including Social Security, group insurance, retirement costs, etc., paid to all personnel involved in the operation of the Property, including overtime, vacation, sick time, accrued vacation and sick time earnings; material and supply costs; insurance premiums and related costs, including liability, workmen's compensation and others. Also included in the definition of Operating Expenses are payment of the management and administrative fees, collectively referred to as the "Fee", and further defined in paragraph seven. The City may require DOSP to obtain, annually, an examination made in accordance with generally accepted auditing standards and management letters prepared and attested to by an independent certified public accountant, licensed in the State of Florida, acceptable to the City as to Gross Revenues and/or Operating Expenses arising from operations under this Agreement, prepared in conformance with the American Institute of Certified Public Accountants' requirements for "Special Reports." The cost of such reports shall be included as an Operating Expenses. D. Monthly reports are due within thirty (30) calendar days of the close of the reporting period, while annual reports are due within ninety (90) calendar days following the close of the reporting period. E. The City shall have the right to audit, examine, review and copy all records relating to operations under this Agreement, during normal working hours at the Administrative Offices of DOSP, I90 NE Third Street, Miami, Florida, during the term of this Agreement and within three (3) years after the end of the fiscal year. DOSP shall maintain, during the term of this Agreement, all books of account and records of Gross Revenues and Operating Expenses, in conformance with generally accepted accounting principles and to the satisfaction of the City's Department of Internal Audit. Annually, on a date to be provided to the City, DOSP shall submit to the City an annual budget, hereinafter referred to as `Budget", on a form(s) prepared or approved by the City, listing all anticipated operating expenses and costs, including types, quantities and estimated costs, required by the subsequent fiscal year as defined by State law, the costs of Insurance specifically required by this Agreement, and any expense for deductible loss sustained by DOSP where such insurance policy includes a deductible limit are reimbursable. The City shall approve or disapprove all or portions of the categories of expenses or individual 3 items contained in the Budget. Expenses and categories of expenses approved by the City, including capital expenditures and expenditures necessitated by the provisions of the Agreement as set forth in the Budget approved by the City, shall be reimbursed to DOSP by the City. G. All reports, expense invokes and the like, required by this Agreement shall be submitted to the following address, unless such address has been changed in writing by the City: City of Miami Department of Real Estate and Economic Development Miami Riverside Center 444 S.W. 2nd Ave, 3rd Floor Attention: Director Miami, Florida 33130 7. COMPENSATION AND METHOD OF PAYMENT: A. In consideration of the services to be provided by DOSP to the City hereunder the City shall pay DOSP a Management Fee ("Management Fee") of five percent (5%) of Gross Revenues, and an Administration Fee ("Administration Fee") of two percent (2%) of Gross Revenues. The Management Fee is DOSP's compensation for managing the parking lots and the Administration Fee is to cover all indirect costs associated with the project, including but not Iimited to, senior management time. The Management Fee and the Administration Fee are referred to herein, collectively, as the "Fee". For purposes of this paragraph, the term "Gross Revenues" shall mean all monies collected and deposited by the DOSP, as required in Section 6 above. Gross Revenues shall not include amount collected for the payment of parking surcharge, sales tax, or any other taxes or charges which are directly paid by the DOSP or the City to a taxing authority; discounts and allowances as provided by procedures accepted and approved by the DOSP; and dishonored checks and uncollectible credit card charges, provided that such check and credit card transactions were processed utilizing sound business procedures. B. No later than the 20th day of each month during the term, DOSP shall deliver to the City, together with the monthly statement described in Section 6 above, the Adjusted Net Revenues derived from the operation of the Parking Lot. For purposes of this Agreement, the term Adjusted Net Revenues shall mean Gross Revenues minus Operating Expenses minus Debt Service minus Renewal and Replacement Reserves. Debt Service is defined as the annual payments of principal and interest needed to finance all the expenditures made for the project including development and pre -development costs, hard costs and capitalized interest; using a five (5) year amortization schedule for equipment and a ten (10) year amortization schedule for all other costs and an interest rate of 5%. Renewal and Replacement Reserves will be ten percent (10%) of gross revenues. The Debt 4 Service and the renewal Replacement Reserves noted above will be subtracted from any excess revenues that DOSP gives to the City as part of the Excess Revenue Agreement dated September 1, 1998 and any subsequent excess revenue transfers. S. GENERAL PROVISIONS: A. None of the officers, agents, or employees of DOSP shall be deemed to be employees of the City for any purpose(s) whatsoever. B. In the event of any injury to any person or Loss or damage to any property on the Property, DOSP shall immediately notify the City and promptly furnish copies of reports in connection therewith. C. The City reserves the right to call upon DOSP for specialized parking facility consulting services and advice with regard to the operation of the Property. In such event, all expenses and costs incurred by DOSP in connection therewith shall be paid as established by mutual agreement of the parties. 9. COMPLIANCE WITH ALL LAWS: DOSP and the City, notwithstanding anything to the contrary herein, shall comply with all laws, ordinances, regulations and rules of the Federal, State, County and City Government, which may be applicable to its operation under this Agreement. 10. DAMAGE OR DESTRUCTION TO FACILITIES: If the parking lots on the Property are rendered unfit or unusable for the use and purpose for which this Agreement is granted, either party shall have the option, upon sixty (60) days notice in writing, to terminate this Agreement. 11. INSURANCE: DOSP shall maintain the following insurance during the term of this Agreement: A. Comprehensive General Liability in limits not less than $1,000,000 per occurrence for Bodily Injury and Property Damage, plus an umbrella policy of no less than $5,000,000. B. Theft Coverage covering employee fidelity, inside or outside loss and burglary with a limit of not less than $25,00.0 per occurrence. C. Workers' Compensation as required by Florida Statutes, Chapter 440. D. The insurance coverage required shall include those classifications as listed in Standard Liability Insurance Manuals, which most nearly reflect the operations of DOSP. 5 F. AlI insurance policies and Surety Bonds required herein shall be issued in companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: The company must be no less than "A" as to general policyholder's rating and no less than Class "X" as to financial rating, in accordance with the latest edition of Best's Key Rating Guide, published by A.M. Best Company, Inc. G. DOSP shall furnish to the City all required Certificates of Insurance prior to the commencement of operations hereunder and throughout the term of this Agreement, which certificates shall clearly indicate that DOSP has obtained insurance in the type, amount and classification as required for strict compliance with this Article, and that no material change or cancellation of the insurance shall be effective without thirty (30) days prior written notice to the City. The City shall be listed as an additional insured as required by its Risk Management Department. H. DOSP shall furnish certificates evidencing renewal or replacement of required insurance coverage, thirty (30) days prior to expiration or cancellation. The City reserves the right to reasonably amend the insurance requirements. 12. INDEMNIFICATION: DOSP shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death or any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of DOSP or its employees, agents or subcontractors (collectively referred to as "DOSP"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the DOSP to comply with any of the paragraphs herein or the failure of the DOSP to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. DOSP expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of DOSP, or any of its subcontractors, as provided above, for which the DOSP's-liability to such employee or former employee would otherwise be limited to payments under state'Worker's Compensation or similar laws. 13. NON-DISCRINIINATION: DOSP shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement with respect to age, sex, or physical handicaps (except where based on a bona fide occupational qualification), or because of race, color, religion, national origin, ancestry or marital status. DOSP further 6 covenants and agrees that no person on the grounds of race, color, sex, age, religion, handicap, national origin or marital status shall be excluded from or be subjected to discrimination in the use of the Parking Lot. 14. VACATING AT LEASE EXPIRATION AND/OR TERMINATION: DOSP shall surrender up and deliver the Parking Lot to the City at the termination of this Agreement, and shall remove all of its personal property forthwith. Any personal property of DOS? not removed in accordance with this Article shall be removed by the City and stored at the cost of DOS?, Failure on the part of DOSP to remove or reclaim its personal property within thirty (30) days from the date of termination shall constitute a gratuitous transfer of title thereof to the City for whatever disposition is deemed to be in the best interest of the City. The City shall reimburse any and all un-reimbursed capital costs, including interest, and any accumulated losses. 15. NOTICES: All notices permitted -or required by this Agreement shall be in writing and when mail delivery is required such notices shall be sent by registered or certified mail. To the City: Office of the City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Attn: City Manager And: Department of Real Estate and Economic Development 444 S.W. 2"d Avenue, 3rd Floor Miami, Florida 33130 Attn: Director With copy to: Alejandro Vilarello City Attorney City of Miami 444 S.W. 2"d Avenue, 9th Floor Miami, Florida 33130 And: Office of Asset Management 444 S.W. 2" Avenue, 3`d Floor Miami, Florida 33130 Attn: Director To DOSP: Arthur Noriega, V Executive Director Department of Off -Street Parking 190 N.E. Third Street Miami, Florida 33132 16. SEVERABILITY: In the event that any portions of this Agreement shall be held to be 7 invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. I7. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 18. INDEPENDENT CONTRACTOR: Provider has been procuredand is being engaged to provide goods or services to CITY as an independent contractor, and not as an agent or employee of CITY. Provider further understands that Florida Workers' Compensation benefits available to employees of CITY are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to CITY under this Agreement. 19. ENTIRE AGREEMENT: This -instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect, IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: CITY OF MIAMI der' ILLA A. THOMPSONBy: City Clerk City Manager AT , ST: Print Name: Title: Corporate Secretary APPROVED , FO CORRE RO VILARELLO, Attorney DEPT. OF OFF- ET PARKING By: AR Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: Robert Nachlinger, Assistant 'iL Manager Risk Management 8