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Memorandum
Thursday, December 13, 2012
TO: The City of South Bend Redevelopment Commission
FROM: Debrah Jennings-Staf()/J .
SUBJECT: Management Agreement for DTSB Parking
The parking agreement between The City of South Bend Department of Redevelopment Commission
and Downtown South Bend Block By Block Management Company is due to expire January 31,
2013.
DTSB expenses were below the $48,750 the City set as the performance measure, but on the other
hand DTSB did not obtain the $88,500 minimum monthly receipts the City set. DTSB has met most
of the performance measures set forth by the City.
The overall appearance of the garages and customer hospitality has improved greatly. DTSB has
also successfully managed the complete automation of all three parking garages, as well as the new
On-street handheld parking enforcement equipment. The City is in the process of installing new
energy efficient lighting in the Main and Wayne St. garages, which DTSB will facilitate the installation.
Staff is requesting approval to renew the agreement for an additional two years, commencing on
February 1, 2013 and ending on January 31, 2015.
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 I P: 574-235-9371 I FAX: 574-235-9021 I SOUTHBENDIN.GOV
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 effective the 1St day of February, 2013, by and between THE
CITY OF SOUTH BEND DEPARTMENT OF REDEVELOPMENT, acting by and
through the South Bend Redevelopment Commission, organized under and operating
pursuant to the laws of the State of Indiana (the "Commission"), and Downtown South
Bend, Inc., an Indiana non-profit corporation, (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, Y2 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 two (2) years, commencing on
February 1, 2013, and ending on January 31, 2015. 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
1st 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 15th 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:
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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—$1,035.21 per month.
Main Street Garage—$585.57 per month.
Wayne Street Garage—$507.90 per month.
b) 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 the sum of
$412.80 per month in arrears for services rendered the previous month.
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
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
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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:
a) 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.
b) The Commission shall indemnify and hold the Operator harmless against
any and all liability and loss whatsoever arising from any damage, injury, claim or
demand caused by the design or structural condition of the Garages, or the use or
tenancy of the location.
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:
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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: Aaron J. Perri
Executive Director
Downtown South Bend, Inc.
217 S. Michigan Street
South Bend, Indiana 46601
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) D escriptive 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.
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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 has executed 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 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 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)
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IN WITNESS WHEREOF, the duly authorized representatives of the
Commission and the Operator have executed this Agreement effective as of the date first
written above.
CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT
Signature
Printed Name and Title
South Bend Redevelopment Commission
O ' "" • T R)
By: l C��T,
Title: kp(p, V� Dr -f a116wm. 14,,Ltc
(Signature Page to Agreement for Parking Garage Management Services
and On-Street Parking Enforcement)
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Appendix A
MAP OF DOWNTOWN PARKING ENFORCEMENT ZONE
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APPROXIMATE NUMBER OF ON—STREET PARKING SPACES IN ENFORCEMENT ZONE: 870
TYPE OF PARKING:2 HOUR, 1 HOUR, 1/2 HOUR& 15 MINUTES
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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 )
CA. )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 1 r day of 10Ertinkb4r,201
41014 FAun 1bc 1 -1 nC.
Contr. t. 1:i r(Firm)
Signa . Contractor/Bidder or Its Agent
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Printed N40-6(Y\ ?PAT; ELX.Q,Q(.4'1 1-);teEt)-(--
ame and Title
Subscribed and sworn to before me this day of ,20
My Commission Expires
Notary Public
County of Residence
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