HomeMy WebLinkAbout6.D.(1) Parking Garage Management Services AgreementTo: Redevelopment Commission
From: Staff- Debrah Jennings
$ubjett: Parking Garage Managemari Services Agreement
Date: February C, 2009
On December 19. 2008 the Redevelopment Commission awarded dle management of the Leighton.
Main and Wayne Streets Garages to AMPCO System Parking. Statf is no~~- requesting approval of
the Parking Garage ulanagemcnt Services Agreement between the City of South Send, Indiana
Redevelopment Commission and AMPCO System Parking.
The term of the agreement is for three years beginning February 1.2009 and ending January 3 I ,
201 ?.
AMPCO System Parking will manage and operate the parking services, collect receipts and make
deposits tier Leighton. Main and Wayne Streets garages. Personnel for the operation will be
furnished by AMPCO.
A'~IPCO will be reyuired to submit a budget by December 1"of each contract year.
The Redevelopment Conunission agrees to pay n monthly management fee of S250.00 and an
incentive fee of 7% of gross monthly revenue in excess of Sl x,000.00 for Leighton and Main St-ect
Garage. and pay a monthly management fee of 5250.00 and an incentive fee of 7°,% of gross monthly
revenue exceeding 528,500.00 f~~r Wayne St garage.
Staff recommends approval of this agreement.
(`. Uannuents and satin,,. U,II VAING ~I~ U~~cume w. u~rrea munin Joe
PARKIi~rG C:ARAGE 1VIAiVAGEI~IENT
SERVICES AGREEIti~ENT
LF:IGHT®~V GARAGE
i~1AIN S'I'R~ET GARAGE
`'b'Al'NE STREE"I' GAI2A~eE
TIiIS PARKING GARAGF.:~1ANAGEMF:~~T SERVICl~.S AGREEt1'I~NT
the or this ".Agreement) is entered into on t91e lst day of _February 2009 ~~
and bzhn~een 'I'IIE CI'C 1' OF SO[;TI-6 SE\D REDEVELOPMI~:N'I' COl/1:41ISSION,
organized under a~ad operating pursuant to the laws oP the State of Indiana (the
'`Cotnmission'~), and AF~IPCO S~'STED~I PARKING, a California coiporatioa~,
~ufthorizcd to do business in tha Stag of Indiana (the `'Operator`).
1) Location: ~1'his Agrceu~ent pef#ains tt~ each of the parking garages (coElecti~-ely,
the '~Garages~`) leased aud,'or operated by the Conuniss±orf, .z]1 in Ylae City of South
Bend. (ndiana, and located ai:
] i7-13J South 1~Tichigan Street (the `Leighton Garage"~
126 Non11 ~'Iaif: Street (the "Main Street CTarage"j
121 East Wayne Street {the. "4Vaync Street Uarage")
2) Term: The terfn of this :Agreefnent sl~fzil be three (3) }cars, cvfumencing ur.
Febru~fry~ 1, 20179, afad effdiug nn January 31, ZL?1?. In (>rder Co pcrnlit the
Commission to comply ~~ith Section lU~ and I4( of the Internal Revcnuc C(ide of
198b, as atne_ldcd, and the regulations promulgated pursuant thereto, the nafrties
agree that the Commission sha11 have an absolute right to tentdnate this
Agreemer.T fbr any reason ~ard without cause or penalt}'. ~-lo~y~aver, this
Agreement may atso be terminated by either party, with or ~.viYhout cause, upon
thirty (30} days written notice of canoellatiou. The Operator covenants That it ~~~ill
^o; take any actiofi or fsil to take any action, drat to-puhl result in the loss of the
exclusion frcnl riross iflcome f~~r federal tax purposes o#~ interest (>n bonds issued
and otitstandin~~ for the parking garages described herein. 'i'he Operator further
covenants and other~ti-Ise agrees to enter into anl~ amendment o4~tlfis Agreement or
otherwise Serrflinato this Agreement in order to pr<~~ent the loss of the exclusion
from gross income for federal tax pu;Ex~scs of interest nn the aforementioned
~i(lfldti.
3) ~~se: The Garages shall be used exclusively fin fhe harking of licensed motor
(vehicles and related nufpus~s, The Operator shall:
a) h,4anagc and operate the parking services at the Garages;
h) Furnish the personnel for the operation of the Garages, including= evening
attendarl~;
c1 Collect parking receipts .and make deposits as hareinafter provided;
J
dj Account for parking rcocipts acid operating expenditures ss }ECrcinaftcr
proi~-ided; and
c) Consult witl~R the Comrnissiim on parki~rg matters_
4) Budget: Within fifteen (l ~) days of the execution of this Agrcenreut. and by
Deccnrber l'` of each contract year; Operator shall prel~~are and submit to the;
Commission a proposed Budget for the operation and maintenance of the Garages
for Yhc next year. The Commissior shall advise the Operator of its approval or
<Iisapproi%al of the. proposed Budget as soon as reasonably }x~ssiblc. Thcreaiter,
the Operator shall manage the Garages pursuant to the agreed Budget.
S) Deposit of T2eretrties: The Operator shall deposit on a daily basis gall revenues
collected fr~on: the operation of the G,irages into a bank account designated by the
Commission, and shall provide, on a weekly basis, to the Comrnissii~n an account,
acceptable to tho Comr-~issioir, of the daily revenues so deposited.
6) 11tofrtl~iy Acconntina~Reimburseme~rt of Operation F.~penses:
a) The Operator shall keep a complete account of all revenues and expenses
arising; tiorl the operation of the Garages ine uding parkino~ revenues, receipts,
nperatin[*_ expenses, copies of daily sales reports, deposit slips and disbc~rsemcnts,
and sh~;li [~m-nish the Co~nmzssion, on or before thu 15°i clay of each month, ~~ith a
statement of such revenues and expenses for the preceding month, including
rec<:ipts Fier expenses incurred,
b) y~%ithin fourteen (14) days of the receipt of such monthly statement, the
Commission shall reimburse Operator the full aitiouat of all expenses sncurrcd by
the Operator in the preceding month for the operation of the Gar~~ge,, including
but not limited to expense; incurred tier wages, pa;-roll taxes, #iinge benefit;,
~~orkers' compensation, fidelit}~ bonding; clerator maintenance, snow removal,
garage utilities, one telephone business line; data processing, supplis, uniforms,
tickets, incidental equipment and improrcn~c~~ts, and parking ecluiprnent
maintcnancc.
c) The Con7nrission rese~ties the right tr, deduct from such monthly
reimbursement. any expenses disputed by the Conunision in good faith until any
such dispute i resolved bet~~~een the Operator and the Conunission.
1) ;1~1arr~emeirt i'ee:
a) Por services rendered by the Operator pursuant to this Agreement. tlrc
Commission a~,n•ces to pay a monthly management fee in accordance with the
follo~~~ing schedule:
Lei~lztgn__ Gi3ri~e -Fixed Monthly Base Fee of Two Hundred Fifty Dollars
(S250.00) per month plus Incentive Fee of se~'en percent (7°l0) of gross monthly
revenue in excess of Thirteen Thousand Dollars (~ 13,000.00).
Main Street_ Garage -~ Fixed Muntlily Base Fee. of Two Flundred Fifty Dollars
t$25U.00} per mont)z pins Incentive hee of seven percent (7oio} of };rocs monthly
revenue in excess of Thirteen Thousand Dollars (~ 13,000.00).
~Vavne Street Game -Fixed Monthly Base Fee of Two Hundred Fifty Dollars
0350.00} per month plus [ncentive Fee of seven percent (7°ja) of grass t~x~uthlp
revenue in excess of `hwcnty Eight `T'housand Five Hundred Dolktrs (528,500.00).
h) The Incentive Fee shall be calculated ut seven percatit (7°-~0} of the portion
of the total gross monthly revenue ii~om the operation of each of the Garages that
exceec=s the monthly amounts set frnt13 above. The Monthly Managei3lent Fee
shall be paid to the operator in arrears for scr~-ices rc;ndered the previous month,
concurrently ~~-iY1i tha Monthly payment b;' the Com3,nission for reimbursement of
operating expenses.
c) T}ic Operator shall provide, as part of its n~anageanent fee, uf~f-site supervisie~n,
overhead allocation, at regional offices, and travel expenses. The Operator shall
i~otbe rehubursed by the Commission for these se~ti~ices.
Sl AudeE: The Operat~7r agrees to keep all reu>rds relating to its management and
operation of rite Garages #i)r not Tess than Hlrec (3) years i-ollou~ing the
temtination of t11is ll~ree3nent. The Coinmission and or the State Board of
Accounts tna}~ review or audit such records at any reasonable tune and place.
9) Pa r1<iug O~eratioit: Parking rate,. hours and mctluxis of operativr~, free parking;
~xi any discounts or allowances shall he determined and directed in v~-ruing by
the Commission, or its designee, to the Operator. "I'hc Operator will ;cake the
Garages available to the Commission for Special Event use.
lf.)) Retail Area: The <iaragcs conEain an area designated fw~ retail fuse, which areas
include room for seecral business establishments. Tl~c Operator will have no
rights or responsibilities under this Agreement relative to the retail areas. If is the
intent of this Agreement that the C'on~mission wi11 contract separately concerning
the retail areas.
1 1) AesdieEic Control: "i~hc Commission reserves the right to maintain aesthetic
cimtrol over die interior and exterior oY~ the Garages. Any signage, changes or
improvements affecting such areas must he approved in advance by tha
Con7missinn or ii.ti <le5i~~iez.
3
12} Utilities: the Commission shall provide the Garai7es wide all applicable utility
sciti~ices. and shall reimburse the Operator for any such services, paid directly by
t}se Operatiu~, pursuant to Sectit~n 6, above.
li) 'I'aaes acid ~~ssessments: The Operator shall not be responsible for the payment
of any tapes and assessments lc,vied upon. t?r asse,sed ~l~ith respect to the real and
pe:-sonal properly contained iu or u}~on the Garages.
14) Lial3ility Insurance and indenuzifcarioii: During the tern: of this Agrccmct~t.
the Operator shall insure, indemnify and hold the Commission, the City of South
Be-nd, Indiana, and their agents and emplo}~ees, hamlless a~~ains± eany <~nd all
liability and loss whatsoever arising from any damage, injury, claim or demand
caused by the acts, misconduct, c;rrocs, omissions or negligence of the Opcrafor
Auld its agents or eu~ployccs durnlg the scope and course of d~eir employment
pet~taining to the Ga3-a~,es. Accordingly, the Operator shill prorid~ and pay for
comprehensive genefal littbikty insurance, property dan?agc insurance and garage
keeper's legal liability insurance to a combined single limit «f One. ~4illion
Dollars (51,000.000.00) and statutory coverage 4br works' coiz~pensadun
insurance. The Operator shall have the right to be self-insured fir such coy-erage
and limits as arc permitted ur approecd b}~ the State of L-~diai~a for the Operator
front fiime to lime. The Commission and the City of South Bend, Indiana, shall 1>c.
named as additional insureds under zmy and all iasuraitce policies provided for
above.
15) Indepcfrdene Contractor: The Conmiission ar~d the Operator agree that they are
not to be deemed as partners or joint venturers, and that the se»iccs to he
rendered by the Operator arc as an indcycndent contractor. All perso3mel fur the
opcratio^ of the Garages shall be employees of the Operator and not of die
C~~mniission m- dtc City ol`Soudi Bend.
16) Notice: Notices, ccnnmunications and changes of address pmsua~it to or related
to this Agreement shall he deemed given if deposited with the United States ;~~lail,
registered or cct~t~ilicd, with postage paid, addressed as follows:
To dtc Conuttissio~3: Department of Rede~-elop~ncnt
1200 S. County-City Building
South Bend. Itrdiana 46601
and
City Controller
City of South Rend, 1ndi~ma
1400 County-City Building
South Bend, Indiana 46601
4
With a copy to: City Attorney
City o#~South Bend, Indiana
1400 County-City Bnildin~
South Bend, Indiana 46601
To the Operator: Ampco System Parking
1459 Hawilton Avenue
Cleveland. OH 44I 1 ~
Attention: Regional ti~lanager
17) Intermediaries: The Commission and the Operator each rcpretent and w~ui~ant
that they hsve not obligated the other to compensate any ~¢gent, attorney or broker
t~~ be their intermediary in connection ~~~idi the negotiation. preparation izl
czecution o#~Ehis ,Agreement.
18) Descriptive Hcadin~s: The paiagraph headings used herein are descriptive only
aml for the. coin-entente of identifying tl~e provisions hereof and are not
determinative eEthe meaning ofany oftheprovisions «f this :lgree~r.cni.
19) Noxrdiscrimi~ratioii: The Operator agrees not to discriminate against any
employee or applicant fbr employment to be employed itt the performance of this
Agreement ~.a,itb respect to his or her hire, tenure, teran, conditions or privileges of
en~ploynx~i~t or any otl~icr matter directly or indirectly related to employment.
because of his cn her race:, color, religio~z, sex, handicap; national origin or
ai:ccstry.
?G) Entire A;;z-eetnent: "This A~~reen~ent contains the entire ~~grcefEtent and
understanding bete-een the Commission and the Operator and lnay he ametidcd
and changed rnily by a written amendment executed after the date of~ this
?ygrcemcnt. by the Con2n~ission and the Operator, specifically referencing ibis
A~rcement.
2I) GnverrFin~ l,aw~: '17tis r'h~reerneirt shall be governed by, construed and entbrceti
in accordance with the 1a~~5 of the Stale of Indiana.
32} Siu-~•ival~ilitY; To die extent peitnitted by Ia-w, all terms aaxl provisions of tkiis
Agreement shall be binding upon and inure to the benefit ~~f and he entorecable by
the Ct~nlniissir~n and the Operator and each of their respective successors in
interest.
?3) 'dot a Lease: The Commission and the Operator acknowledge that this
.Agreement dots ^ot constitute a lease of the Uarages. Upcrator has no
responsibility fair propc;rty taxes or capital equipment and improvemuits f~~r the
Garages and no possessory interest in the Garages.
('.$i,rtcrture Pu<~(:~ j Follnu')
I\ ~~'ITtiESS ~=4I~ERE.O}t, t41c dul}~ authot~izcd representatives of the
Couls~~ission and the Opera[or have executed this Agreement a5 of the date first written
above.
COb7NfESSION:
50LfTE~ F3FN~ REDFVEI.OPI=IENT C0;~11llSSION
President
A I'TE;S i',
tieeretarv
OPERATOR:
;~~tPCt~ ~~~r~n~ P:~~z ~'
/~~ ~~ ;~ ~ ~~ ,~
Y1 p`li~~/ jjJ~H ~~A~ 1`W~ ~k: ~...
,,,,
t3rian Ci. I3us'i, Rcgjonrll Vice President
ATTF~~T:
~~
~~ ~
~ --~ 1 "
,~Y,I~X}3}g~SY~uY~'iKt ~~tr~~X ~i~
~~t~X~~RY~t~t
Mark E. N]uglich, Executive Vice President
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