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MEMORANDUM
TO: Redevelopment Commission
FROM: Beth Leonard -Inks
RE: Form of Contract for Parking Management of 3 City Garages and On- street
Enforcement
DATE: December 9, 2011
Attached is draft contract for the management of parking services for the City's 3 garages
and On- street Enforcement. As of this writing, the award of these services has not yet
been made by the Commission so we are not yet ready to enter the name(s) of the other
party(ies). The current contract for parking services of the garages expires January 31,
2012 and the next business meeting of the Commission is not until January 24, 2012. So,
we respectfully request the Commission authorize Marcia Jones or Don Inks to sign on
the Commission's behalf upon final legal revisions to satisfy the Commission's award
provisions. This will allow the new management company to work with the current one
to affect a smooth transition by February 1, 2012.
Larry Meteiver and I will be available to answer any questions.
AGREEMENT FOR
PARKING GARAGE MANAGEMENT SERVICES
AND
ON- STREET PARKING ENFORCEMENT
THIS AGREEMENT FOR PARKING GARAGE MANAGEMENT
SERVICES AND ON- STREET PARKING ENFORCEMENT (the or this
"Agreement) is entered into on the day of , 2011, by and
between THE CITY OF SOUTH BEND REDEVELOPMENT COMMISSION,
organized under and operating pursuant to the laws of the State of Indiana (the
"Commission "), and
(the "Operator ").
1) Location: This Agreement pertains to:
a) Each of the parking garages (collectively, the "Garages ") leased and /or
operated by the Commission, all in the City of South Bend, Indiana, and located
at:
117 -131 South Michigan Street (the "Leighton Garage ")
126 North Main Street (the "Main Street Garage ")
121 East Wayne Street (the "Wayne Street Garage ")
b) On- Street Parking: There are approximately 870 on- street parking spaces
within the downtown enforcement zone (see Appendix A). Parking spaces are
marked with a 2 hour, 1 hour, '/2 hour and 15 minute limit. Enforcement for the
on- street parking is to be accomplished via newly purchased Duncan AutoCITE-
X3 handheld units. Parking ticket payments are processed through the City of
South Bend in accordance with City Ordinances.
2) Term: The term of this Agreement shall be one (1) year, commencing on
February 1, 2012, and ending on January 31, 2013. This Agreement shall be
renewable, at the Commission's option for two (2) successive twelve month terms
commencing on February 1, 2013 and February 1, 2014. In order to permit the
Commission to comply with Section 103 and 141 of the Internal Revenue Code of
1986, as amended, and the regulations promulgated pursuant thereto, the parties
agree that the Commission shall have an absolute right to terminate this
Agreement for any reason and without cause or penalty. However, this
Agreement may also be terminated by either party, with or without cause, upon
thirty (30) days written notice of cancellation. The Operator covenants that it will
not take any action or fail to take any action that would result in the loss of the
exclusion from gross income for federal tax purposes of interest on bonds issued
and outstanding for any of the parking garages described herein. The Operator
further covenants and otherwise agrees to enter into any amendment of this
Agreement or otherwise terminate this Agreement in order to prevent the loss of
the exclusion from gross income for federal tax purposes of interest on the
aforementioned bonds.
3) Use: The Garages shall be used exclusively for the parking of licensed motor
vehicles and related purposes. The Operator shall:
a) Manage and operate the parking services at the Garages;
b) Furnish the personnel for the operation of the Garages, including evening
attendants;
C) Collect parking receipts and make deposits as hereinafter provided;
d) Account for parking receipts and operating expenditures as hereinafter
provided; and
e) Consult with the Commission on parking matters.
4) Budget: Within fifteen (15) days of the execution of this Agreement, and by June
Is' of each contract year, Operator shall prepare and submit to the Commission a
proposed Budget for the operation and maintenance of the Garages for the next
year. The Commission shall advise the Operator of its approval or disapproval of
the proposed Budget as soon as reasonably possible. Thereafter, the Operator
shall manage the Garages pursuant to the agreed Budget.
5) Deposit of Revenues: The Operator shall deposit on a daily basis all revenues
collected from the operation of the Garages into a bank account designated by the
Commission, and shall provide, on a weekly basis, to the Commission an account,
acceptable to the Commission, of the daily revenues so deposited.
6) Monthly Accounting /Reimbursement of Operation Expenses:
a) The Operator shall keep a complete account of all revenues and expenses
arising from the operation of the Garages including parking revenues, receipts,
operating expenses, copies of daily sales reports, deposit slips and disbursements,
and shall furnish the Commission, on or before the 15'h day of each month, with a
statement of such revenues and expenses for the preceding month, including
receipts for expenses incurred.
b) Within fourteen (14) days of the receipt of such monthly statement, the
Commission shall reimburse Operator the full amount of all expenses incurred by
the Operator in the preceding month for the operation of the Garages, including
but not limited to expenses incurred for wages, payroll taxes, fringe benefits,
workers' compensation, fidelity bonding, elevator maintenance, snow removal,
garage utilities, one telephone business line, data processing, supplies, uniforms,
tickets, incidental equipment and improvements, and parking equipment
maintenance.
c) The Commission reserves the right to deduct from such monthly
reimbursement any expenses disputed by the Commission in good faith until any
such dispute is resolved between the Operator and the Commission.
7) Management and Enforcement Fee:
a) For services rendered by the Operator pursuant to this Agreement, the
Commission agrees to pay a monthly management fee in accordance with the
following schedule:
Leighton Garage — To be inserted upon award of contract.
Main Street Garage — To be inserted upon award of contract.
Wayne Street Garage — To be inserted upon award of contract.
b) The Incentive Fee shall be calculated at seven percent (7 %) of the portion
of the total gross monthly revenue from the operation of each of the Garages that
exceeds the monthly amounts set forth above. The Monthly Management Fee
shall be paid to the Operator in arrears for services rendered the previous month,
concurrently with the monthly payment by the Commission for reimbursement of
operating expenses.
c) The Operator shall be paid for on- street parking enforcement as follows:
To be inserted upon award of contract
d) The Operator shall provide, as part of its management fee, off -site supervision,
overhead allocation, at regional offices, and travel expenses. The Operator shall
not be reimbursed by the Commission for these services.
8) Audit: The Operator agrees to keep all records relating to its management and
operation of the Garages for not less than three (3) years following the
termination of this Agreement. The Commission and or the State Board of
Accounts may review or audit such records at any reasonable time and place.
9) Parking Operation: Parking rates, hours and methods of operation, free parking,
and any discounts or allowances shall be determined and directed in writing by
the Commission, or its designee, to the Operator. The Operator will make the
Garages available to the Commission for Special Event use. The Operator shall
furnish qualified personnel for the operation of the Garages and enforcement of
on- street parking. This includes personnel during special events that occur in the
evenings and weekends. The Operator shall be responsible for maintenance of the
Garages. This includes (but is not limited to):
a) Lighting fixtures
b) Cleaning pedestrian entrances, exits and stairwells
c) Elevators
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d) Graffiti removal (as necessary)
e) Touch -up paint
f) Minimal landscape maintenance
g) Snow removal
10) Retail Area: The Garages contain an area designated for retail use, which areas
include room for several business establishments. The Operator will have no
rights or responsibilities under this Agreement relative to the retail areas. It is the
intent of this Agreement that the Commission will contract separately concerning
the retail areas.
11) Aesthetic Control: The Commission reserves the right to maintain aesthetic
control over the interior and exterior of the Garages. Any signage, changes or
improvements affecting such areas must be approved in advance by the
Commission or its designee.
12) Utilities: The Commission shall provide the Garages with all applicable utility
services, and shall reimburse the Operator for any such services, paid directly by
the Operator, pursuant to Section 6, above.
13) Taxes and Assessments: The Operator shall not be responsible for the payment
of any taxes and assessments levied upon or assessed with respect to the real -and
personal property contained in or upon the Garages.
14) Liability Insurance and Indemnification: During the term of this Agreement,
the Operator shall insure, indemnify and hold the Commission, the City of South
Bend, Indiana, and their agents and employees, harmless against any and all
liability and loss whatsoever arising from any damage, injury, claim or demand
caused by the acts, misconduct, errors, omissions or negligence of the Operator
and its agents or employees during the scope and course of their employment
pertaining to the Garages. Accordingly, the Operator shall provide and pay for
comprehensive general liability insurance, property damage insurance and garage
keeper's legal liability insurance to a combined single limit of Five Million
Dollars ($5,000,000.00) and statutory coverage for the worker's compensation
insurance. Commission and the City of South Bend shall each be named as an
additional insured under the insurance policy or policies provided above.
15) Independent Contractor: The Commission and the Operator agree that they are
not to be deemed as partners or joint venturers, and that the services to be
rendered by the Operator are as an independent contractor. All personnel for the
operation of the Garages shall be employees of the Operator and not of the
Commission or the City of South Bend.
16) Notice: Notices, communications and changes of address pursuant to or related
to this Agreement shall be deemed given if deposited with the United States Mail,
registered or certified, with postage paid, addressed as follows:
To the Commission: Department of Redevelopment
1200 S. County -City Building
South Bend, Indiana 46601
and
City Controller
City of South Bend, Indiana
1400 County -City Building
South Bend, Indiana 46601
With a copy to: City Attorney
City of South Bend, Indiana
1400 County -City Building
South Bend, Indiana 46601
To the Operator:
Attention:
17) Intermediaries: The Commission and the Operator each represent and warrant
that they have not obligated the other to compensate any agent, attorney or broker
to be their intermediary in connection with the negotiation, preparation or
execution of this Agreement.
18) Descriptive Headings: The paragraph headings used herein are descriptive only
and for the convenience of identifying the provisions hereof and are not
determinative of the meaning of any of the provisions of this Agreement.
19) Non - discrimination: The Operator agrees not to discriminate against any
employee or applicant for employment to be employed in the performance of this
Agreement with respect to his or her hire, tenure, term, conditions or privileges of
employment or any other matter directly or indirectly related to employment,
because of his or her race, color, religion, sex, handicap, national origin or
ancestry.
20) Entire Agreement: This Agreement contains the entire Agreement and
understanding between the Commission and the Operator and may be amended
and changed only by a written amendment executed after the date of this
Agreement, by the Commission and the Operator, specifically referencing this
Agreement.
21) Governing Law: This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Indiana.
22) Survivability: To the extent permitted by law, all terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable by
the Commission and the Operator and each of their respective successors in
interest.
23) Not a Lease: The Commission and the Operator acknowledge that this
Agreement does not constitute a lease of the Garages. Operator has no
responsibility for property taxes or capital equipment and improvements for the
Garages and no possessory interest in the Garages.
24) Uniform Conflict of Interest Disclosure Statement: Operator agrees to execute
a Uniform Conflict of Interest Disclosure Statement, the form of which is attached
hereto and incorporated herein as Appendix B.
25) Additional Requirements: The Operator hereby represents and certifies that it
may enter into this agreement under Indiana Code § 35 -44-1 and, to the extent
applicable, has executed and filed with the City a "NON- COLLUSION, NON -
DEBARMENT AFFIDAVIT, EMPLOYMENT ELIGIBILITY
VERIFICATION AND NON - DISCRIMINATION COMMITMENT ", the
form of which is attached hereto and incorporated herein as Appendix C prior to
the Commission's approval of this Agreement.
26) E- Verify:
a) The Operator will not knowingly employ or contract with an unauthorized
alien, nor retain any employee or contract with a person that the Operator
subsequently learns is an unauthorized alien. The Operator agrees that he /she /it
shall enroll in and verify the work eligibility status of all the Operator's newly
hired employees through the E -Verify Program as defined by I.C. 22- 5- 1.7 -3.
b) The Operator shall require his/her /its subcontractors performing work under
this contract to certify that the subcontractors do not knowingly employ or
contract with an unauthorized alien, nor retain any employee or contract with a
person that the subcontractor subsequently learns is an unauthorized alien, and
that the subcontractor has enrolled in and is participating in the E -Verify Program.
(Signature Page(s) Follow)
Con
IN WITNESS WHEREOF, the duly authorized representatives of the
Commission and the Operator have executed this Agreement as of the date first written
above.
ATTEST:
Signature
Printed ame and Title
South Bend Redevelopment Commission
ATTEST:
Title:
CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT
Printed Name and Title
South Bend Redevelopment Commission
OPERATOR:
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Title:
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Appendix B
(2/93) Form 236
Uniform Conflict of Interest Disclosure Statement
Indiana Code 35- 44 -1 -3
A public servant who knowingly or intentionally has a pecuniary interest in or derives a profit
from a contract or purchase connected with an action by the governmental entity served by the public
servant commits conflict of interest, a Class D Felony. A public servant has a pecuniary interest in a
contract or purchase if the contract or purchase will result or is intended to result in an ascertainable
increase in the income or net worth of the public servant or a dependent of the public servant who is under
the direct or indirect administrative control of the public servant; or receives a contract or purchase order
that is reviewed, approved, or directly or indirectly administered by the public servant. "Dependent" means
any of the following: the spouse of a public servant; a child, stepchild, or adoptee (as defined in I.C. 31 -3-
4-1) of a public servant who is unemancipated and less than eighteen (18) years of age; and any individual
more than one -half (1/2) of whose support is provided during a year by the public servant.
The foregoing consists only of excerpts from I.C. 35- 44 -1 -3. Care should be taken to review I.C.
35- 44 -1 -3 in its entirety.
1. Name and Address of Public Servant Submitting Statement:
2. Title or Position With Governmental Entity:
a. Governmental Entity:
b. County:
4. This statement is submitted (check one):
a. as a "single transaction" disclosure statement, as to my financial interest in a
specific contract or purchase connected with the governmental entity which I
serve, proposed to be made by the governmental entity with or from a particular
contractor or vendor; or
b. as an "annual" disclosure statement, as to my financial interest connected with
any contracts or purchases of the governmental entity which I serve, which are
made on an ongoing basis with or from particular contractors or vendors.
5. Name(s) of Contractor(s) or Vendor(s):
6. Description(s) of Agreement(s) or Purchase(s) (Describe the kind of contract involved, and the
effective date and term of the contract or purchase if reasonably determinable. Dates required if 4(a) is
selected above. If "dependent" is involved, provide dependent's name and relationship):
I
7. Description of My Financial Interest (Describe in what manner the public servant or "dependent"
expects to derive a profit or financial benefit from, or otherwise has a pecuniary interest in, the above
contract(s) or purchase(s); if reasonably determinable, state the approximate dollar value of such profit or
benefit.):
(Attach extra pages if additional space is needed)
8. Approval of Appointing Officer or Body (To be completed if the public servant was appointed by an
elected public servant or the board of trustees of a state - supported college or university):
I (We) being the of
(Title of Officer or Name of Governing Body)
and having the power to appoint
(Name of Governmental Entity)
the above named public servant to the public position to which he or she holds, hereby approve the
participation to the appointed disclosing public servant in the above described contract(s) or purchase(s) in
which said public servant has a conflict of interest as defined in Indiana Code 35- 44 -1 -3; however, this
approval does not waive any objection to any conflict prohibited by statute, rule, or regulation and is not to
be construed as a consent to any illegal act.
Elected Official Office
9. Effective Dates (Conflict of interest statements must be submitted to the governmental entity prior to
final action on the contract or purchase.):
Date Submitted Date of Action on Agreement or Purchase
10. Affirmation of Public Servant: This disclosure was submitted to the governmental entity and accepted
by the governmental entity in a public meeting to the governmental entity prior to final action on the
contract or purchase. I affirm, under penalty of perjury, the truth and completeness of the statements made
above, and that I am the above named public servant.
Signed:
(Signature of Public Servant)
Date:
Within 15 days after final action on the contract or purchase, copies of this statement must be filed with the
State Board of Accounts, Indiana Government Center South, 302 West Washington Street, Room E418,
Indianapolis, Indiana, 46204 -2765 and the Clerk of the Circuit Court of the county in which the
governmental entity executed the contract or purchase. A copy of this disclosure will be forwarded to the
Indiana State Ethics Commission.
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Appendix C
When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this
Affidavit.
NON - COLLUSION, NON - DEBARMENT AFFIDAVIT, EMPLOYMENT ELIGIBILITY
VERIFICATION AND NON - DISCRIMINATION COMMITMENT
STATE OF INDIANA
SS:
COUNTY
The undersigned Contractor, being duly sworn upon his /her /its oath, affirms under the
penalties of perjury that:
1. Contractor has not, nor has any other member, representative, or agent of the firm,
company, corporation or partnership represented by him, entered into any combination, collusion or
agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any
person from bidding nor to include anyone to refrain from bidding, and that this bid is made without
reference to any other bid and without any agreement, understanding or combination with any other person
in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has,
have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of
such sale; and
2. Neither Contractor nor any of its principals are presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency; and
3. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain
any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien.
Contractor agrees that he /she /it shall enroll in and verify the work eligibility status of all of Contractor's
newly hired employees through the E -Verify Program as defined by I.C. 22- 5- 1.7 -3. Contractor's
documentation of enrollment and participation in the E- Verify Program is included and attached as part of
this bid/quote; and
4. Contractor shall require his /her /its subcontractors performing work under this public
contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien,
nor retain any employee or contract with a person that the subcontractor subsequently learns is an
unauthorized alien, and that the subcontractor has enrolled in and is participating in the E -Verify Program.
The Contractor agrees to maintain this certification throughout the term of the contract with the City of
South Bend, and understands that the City may terminate the contract for default if the Contractor fails to
cure a breach of this provision no later than thirty (30) days after being notified by the City; and
5. Contractor shall not discriminate against any employee or applicant for employment in
the performance of this contract with privileges of employment, or any matter directly or indirectly related
to employment, because of race, religion, color, sex, handicap, national origin or ancestry. Breach of this
provision may be regarded as a material breach of the contract.
Dated this day of , 20_
Contractor /Bidder (Firm)
Signature of Contractor/Bidder or Its Agent
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Printed Name and Title
Subscribed and sworn to before me this day of 20
My Commission Expires
County of Residence
Notary Public
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