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HomeMy WebLinkAbout25D - RFP AND AGMT - PARKING STRUCTURE OPERATOR201 w third street 201 west third street 201 w 3rd street 201 w 3rd st 3rd and broadway third and broadway 3rd & broadway third & broadway REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 19, 2012 TITLE: REQUEST FOR PROPOSALS FOR MUNICIPAL PARKING STRUCTURES OPERATOR AND CONTRACT EXTENSION FOR PARKING CONCEPTS INC. CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15t Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Authorize the Community Development Agency to release a Request for Proposals for a management contract for a parking operator to manage the four city-owned downtown parking structures. 2. Authorize the City Manager and Clerk of the Coucil to execute the attached contract amendment with Parking Concepts, Inc. of Los Angeles in an amount not to exceed $7,800 for a three-month period, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana owns and operates four parking facilities within Downtown Santa Ana. All four facilities are multi-level parking structures and are vital in providing easily accessible parking for the surrounding retail businesses and numerous visitors to this area. The parking structures accommodate both transient and monthly patrons, as well as provide parking for numerous events held throughout the year within the downtown. The parking structures provide an initial impression to customers visiting Santa Ana; therefore, the efficient operation of the parking structures and customer service are of primary importance. In 2007, following a Request for Proposals (RFP) process, a contract was awarded to Parking Concepts Inc. (PCI) for the operation of four downtown city-owned parking garages. The current operations agreement with PCI will expire on December 31, 2012 and all renewal options have been exercised. On September 17, 2012, an action was presented to City Council to develop and release an RFP for a municipal structures operator. The City Council motion was to continue consideration of the matter until after the Property Based Improvement District (PBID)/Community Management District (CMD) matter is resolved. However, since the the PBID/CMD matter is not directly related to the release of a municipal parking structures operator RFP, staff is respectfully requesting reconsideration of the matter at this time. 25D-1 RFP-Parking Structures Operator November 19, 2012 Page 2 Staff recommends issuing a Request for Proposal to seek parking management companies experienced in operating municipal parking structures. The attached Request for Proposals (Exhibit 1) includes the proposed requirements of daily operations management of parking structures, including, but not limited to: invoicing and collection of monthly fees, issuing validation stamps, collecting parking fees, activation of monthly access cards, preparation of monthly utilization reports, ongoing maintenance and equipment servicing, and providing adequate levels of security. In addition to operating the day to day activities of the parking structures, the city is seeking experienced parking management firms that will recommend and implement improvement projects for the structures. Due to the time delay in obtaining approval to release the RFP, staff is also requesting a three- month amendment to the existing agreement (Exhibit 2) with Parking Concepts Inc. for continued operations past their December 31, 2012 agreement, and will allow staff to complete the RFP process. The selected consultant is expected to commence operations on April 1, 2013. The extension also provide a smoother transition, if need be, from the current operator to the selected operator. FISCAL IMPACT There is no fiscal impact for the release of the RFP. For the three-month extension amendment, funds are available in the Downtown Parking Facilities account (no. 02718861-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Nancy T. ?Jwards Interim Ex utive Director Community Development Agency NTE/GPL/kg Exhibit: 1. Request for Proposals 2. Amendment to Agreement Francisco Gutierrez Executive Director Finance & Management Services Agency 25D-2 REQUEST FOR PROPOSALS RFP 12-060 PARKING OPERATIONS AND MANAGEMENT SERVICES DOWNTOWN PARKING FACILITIES CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Gabriela P. Lomeli Project Manager (714) 647-5479 Office (714) 647-5445 Fax glomeli(&-santa-ana.org KEY RFP DATES: Issue Date: Mandatory Pre-proposal Meeting: Deadline to Submit Questions: Response Posted on City Website: Proposal Due Date: Presentation/Interviews: Projected Award Date: Tuesday, November 20, 2012 Thursday, November 29, 2012 at 9:30 a.m. Thursday, December 6, 2012 at 5:00 p.m. Thursday, December 13, 2012 at 5:00 p.m. Wednesday, December 19, 2012 at 4:00 p.m. Tentative Week of January 28, 2013 Monday, February 18, 2013 City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services EXHIBIT 1 Page 1 25D-3 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Parking Operations and Management Services. Responses to the Request for Proposals (RFP) will be accepted until Wednesday, December 19, 2012 at 4:00 p.m. If further information is required, contact Gabriela P. Lomeli at (714) 647-5479 or glomeli@santa-ana.org. MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: City of Santa Ana Community Development Agency (6th floor) Attention: Gabriela P. Lomeli 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 It is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Proposals shall be made in writing via e-mail to Gabriela P. Lomeli at glomeli@santa-ana.org. The receiving time at the Front Desk of the City of Santa Ana Community Development Agency, 20 Civic Center Plaza, Santa Ana, CA 92701 will be the governing time for acceptability of proposals. Late proposals will NOT be considered and will be returned to proposer unopened. Telegraphic, electronic and facsimile proposals will not be accepted. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE. DO NOT E-MAIL RFP RESPONSES DO NOT FAX RFP RESPONSES City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 2 25D-4 w e CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES (RFP) PAGE 1. INTRODUCTUION 6 II. PERIOD OF CONTRACT 6 III. OPTION OF RENEWAL 6 IV. FISCAL NONFUNDING CLAUSE 6 V. SCOPE OF WORK/SERVICES 7 VI. GENERAL INFORMATION 7 VII. COORDINATION 7 VIII. CONTRACTOR RESPONSIBILITIES 7 IX. INITIATION/KICK OFF MEETING 7 X. CITY BUSINESS LICENSE 8 XI. RULES FOR PROPOSALS 8 Xli. PRE-PROPOSAL MEETINGS 8 XIII. E-MAIL COMMUNICATIONS AND INTERPREPATIONS/CLARIFICATIONS 8 XIV. ADDENDA 8 XV.SUBMITTAL REQUIREMENTS INFORMATION AND DEADLINE 8 XVI. MINIMUM QUALIFICATIONS 8 XVII. SUBMITTAL REQUIREMENTS 9 XVIII. CONTRACTOR SELECTION - PROPOSAL AND EVALUATION 11 XIX. PUBLIC RECORDS 12 EXHIBIT A - SCOPE OF SERVICES 13 1. INTRODUCTION 13 A. LOCATION OF FACILITIES 13 B. CURRENT OPERATING SCHEDULES 14 C. HOURS OF OPERATIONS 14 D. CURRENT EQUIPMENT 15 E. PROPOSED STAFFING LEVELS 15 II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES 15 A. PARKING OPERATIONS AND MAINTENANCE SPECIFICATION 15 City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 3 25D-5 B. CONTRACTOR PERSONNEL 16 C. CUSTOMER SERVICE 17 D. MAINTENANCE 17 E. PARKING ANALYSIS 18 F. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE 18 G. INSPECTIONS 18 H. SPECIFICATIONS 18 1. LOGS / NOTIFICATIONS / REQUIRED REPORTING 18 J. SUPERVISION OF CONTRACT AND MEETING WITH THE CITY 19 K. MATERIALS AND EQUIPMENT 19 L. ADDITIONAL SERVICES 19 III. DE FINITIONS 19 IV. TERMS AND CONDITIONS 19 A. TERM 19 B. CONTINUED FUNDING 19 C. COMPENSATION 20 D. INDEPENDENT CONTRACTOR 20 E. INSURANCE 20 F. HOLD HARMLESS / INDEMNIFICATION 21 G. NOTICE 22 H. TERMINATION 22 1. CONTRACTOR OPTION FOR TERMINATION 23 J. LIQUIDATED DAMAGES 23 K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS 23 L. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC 23 AWARENESS M. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 23 N. ASSIGNMENT 24 0. JURISDICTION - VENUE 24 P. FINES 24 EXHIBIT A -1 FACILITY LOCATIONS 25 EXHIBIT A - 2 EXISTING EQUIPMENT 26 EXHIBIT A - 3 DRAFT PARKING MANAGEMENT AGREEMENT 29 EXHIBIT A - 4 PARKING FACILITIES MAINTENANCE SCHEDULE 30 EXHIBIT B PROPOSERS STATEMENT AND FEE SCHEDULE 33 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL 34 GENERAL LIABILITY POLICY City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 4 25D-6 EXHIBIT D REFERENCES AND RELEVANT WORK HISTORY 35 EXHIBIT E PROPOSAL CONTRACT AND AGREEMENT - PROPOSERS 36 STATEMENT EXHIBIT F PROPOSAL CONTRACT AND AGREEMENT - CERTIFICATION OF 37 NONDISCRIMINATION BY CONTRACTOR EXHIBIT G NON-COLLUSION AFFIDAVIT 39 City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 5 25D-7 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGMENT SERVICES (RFP) 1. INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) for Parking Operations and Management Services for the operations, management and maintenance of four public parking structures and one public surface lot that serve retail, restaurants, office and mixed use developments in the Downtown area. II. PERIOD OF CONTRACT Unless earlier terminated as allowed for in the Agreement, agreement term shall be for a period of two years. The agreement term is anticipated to commence after City Council award of this agreement and upon receipt and approval of all required insurance documents. The projected agreement commencement date is March 1, 2013 and may be adjusted as necessary. III. OPTION OF RENEWAL The term of this Agreement shall have provisions for three (3), one-year renewal options at the discretion of the City and City Council approval unless the City notifies the Contractor in writing at least thirty (30) days before the end of the initial term or any extended term, of its intent to terminate the Agreement at the conclusion of the initial term or any extension. Time is of the essence in the performance of services under this agreement IV. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and contract shall terminate on the last day of current fiscal period without penalty or expense to the City. V. SCOPE OF WORK/SERVICES The scope of work may include any and all work efforts related to the Parking Operations and Management Services per EXHIBIT A - SCOPE OF SERVICES. The Contractor shall be an independent contractor capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules. The Contractor shall be knowledgeable of and comply with federal, state and local regulations, including but not limited to the California Vehicle Code and the Santa Ana Municipal Code. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 6 25D-8 VI. GENERAL INFORMATION A. The term of the contract will begin after the contract is awarded by the City Council. B. When determined appropriate, the City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. C. The Contractor shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. D. This RFP does not commit the City to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to award of a written contract will be borne by the respondent. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any informality or technical defect in proposal. E. All data, documents and other products used, developed or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. F. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such subcontractors. VII. COORDINATION Coordination by the awarded Contractor with the City, other contractors and agencies will be required to achieve satisfactory and timely delivery of the required services. Coordination may include, but not be limited to, coordination with impacted businesses, neighborhood and civic groups, local and/or state agency boards, and attendance at City Commission and Council meetings. The City will decide the manner in which the coordination efforts will be conducted. At the City's option, coordination efforts may be performed by the Contractor's direct contact, by the Contractor acting through the City or by the City only. When coordination efforts require agreements, such agreements shall be coordinated through the City. VIII. CONTRACTOR RESPONSIBILITIES The selected Contractor will assume responsibilities for all services in its proposal. The selected Contractor shall identify a sole point of contact with the greatest knowledge in regard to parking operations and management service operations and contractual matters, including payment of any and all charges resulting from the Agreement. IX. INITIATION/KICK OFF MEETING The selected proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues, including transition of services and scheduling. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 7 25D-9 X. CITY BUSINESS LICENSE The selected proposer shall be required to obtain a City of Santa Ana Business license within 30- days of selection and must provide a copy to the City project manager or designee prior to commencing any work in Santa Ana. XI. RULES FOR PROPOSALS The signer of the RFP must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer (Exhibit H). XII. PRE-PROPOSAL MEETING A mandatory pre-proposal meeting is scheduled for Thursday, November 29, 2012 at 09:30 a.m. at parking structure B located at 300 E. Fifth St. (meet at the southeast corner of 5, St. and Spurgeon St.). The meeting will include a walk-through of the facility. All questions shall be required to be submitted in written form to the Project Manager via email no later than 5:00 p.m. on Thursday, December 6, 2012. Responses to questions received by the deadline referenced above will be posted to the City's Bids and RFPs page at http://www.santa-ana.org/finance/currentbidsandresults.asp by Thursday, December 13, 2012. XIII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS To facilitate the RFP process, proposers are required to monitor and respond to e-mail requests within 48 hours. No oral interpretations will be made by the City to any proposer as to the meaning of requirements identified herein, including the Scope of Service and Terms and Conditions. Every request for such an interpretation must be made in writing via e-mail to the Project Manager no later than 5:00 p.m. on Thursday, December 6, 2012. Significant interpretations or clarification will be made by an addendum to this RFP, which will be posted to the website. Addenda may become part of the agreement documents. XIV. ADDENDA If clarification or interpretation of this RFP is considered necessary by the City, a written addendum shall be issued and the information will be posted on the City's website at http://www.santa- ana.org/finance/currentbidsandresults.asp. It is the responsibility of each proposer to periodically check the City's website to ensure that they have received and reviewed any and all addenda to this RFP. XV. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, at the date, time and location set forth on the Notice Inviting Proposals. Faxed and E-mail proposals will not be accepted. XVI. MINIMUM QUALIFICATIONS The following are the minimum qualifications to be considered as an eligible candidate to City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 8 25D-10 submit a proposal for the requested services described in this RFP. A. Proposers shall have at minimum of five (5) years recent experience operating a single public pay parking lot or structure with a minimum of 400 parking spaces generating annual gross parking revenue in excess of $350,000; and at least two (2) years experience in the last five (5) years operating public pay parking lot(s) and/or structure(s) which generate annual gross revenue in excess of $1,000,000. B. Proposers shall have at least three (3) years continuous experience during the past five (5) years in the operation and management of a public pay, multi-level parking structure which was open at least 10 hours per day, five days or more per week. C. Proposers key personnel must have a minimum often (10) years of experience as described in the Attachment A - Scope of Work D. Proposer must have an office location(s) within Orange County, CA. XVII. SUBMITTAL REQUIREMENTS The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed project. Each firm must address each of the following items in its response to the RFP. A. Statement of Qualifications - In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM of 25 PAGES (excluding front and back covers). The page limitation includes all appendixes, attachments and supplemental information. The following information is required: 1. Cover Letter: A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. 2. Firm and Personnel Experience: A profile of the firm's experience, personnel and history relating to the scope of work identified in Exhibit A. Include project description, year performed/completed and client name with contact information including their telephone number. The Project Manager/Principal Agent's contact information (e.g. Operation/Field Supervisor) for the proposed work shall be identified and associates in-charge when Project Manger/Principal Agent is absent as well as that of other key personnel. An organization chart identifying only those who will perform work for the proposed project and their brief resume (if applicable). The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. 3. Plans: Submit a narrative description for the following. a. Management Plan: i. The proposed management of the facilities including but not limited to staffing, accounting and logistics. ii. Projected pro forma. iii. Detailed revenue control procedures. b. Operations Plan: i. Describe in detail the proposed operations plan of facilities including but not limited to general operations, maintenance, security and staffing. c. Transition and Implementation Plan: i. Describe the steps to be taken to transition into the facilities and begin operations. Include a time implementation schedule for the transition plan. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 9 25D-11 d. Facilities Improvement Plan: i. Identify and describe improvements to be made, if any, at the parking facilities (paint, signage, minor repairs, etc.) ii. A timeline for the proposed improvements. e.General Improvements/Recommendation Plan i. Describe any improvements your company would propose to improve the facilities overall, both physical and operational. 4. Labor Relations: Provide a response to the following questions: a. Characterize your company's labor relations program and union representation. i. Are the employees who will be staffing City facilities currently represented by a recognized labor union or governed by a collective bargaining agreement? ii. Which union or association is recognized? iii. If there is a collective bargaining agreement, when is it scheduled to expire? b. In the past 3 years, has the company been involved in any labor representation or collective bargaining disputes with one or more labor organizations? i. If so, further explain. ii. Would any of those have an impact on the company's ability to carry out the City's work if awarded the contract? c. In the past 3 years, has the company been involved in any labor representation or collective bargaining disputes with one or more labor organizations? 5. Human Resources: Provide a response to the following questions: a. Describe your employee recruitment program (methods & process). b. Describe your pre-employment personality testing used in recruiting, if any. c. What has been the employee turnover experience for your personnel? d.What are the three major reasons for turnover? e. How many contract personnel, full time and part time, do you employ? f. Employment Policies: i. What are your pre-hire screening and testing procedures? ii. Do you provide random drug test before and after hiring? iii. What are your hiring and termination policies? iv. What role do you see the City playing in the hiring and termination procedures? 6. Training Policies: Describe what company training programs you provide, the frequency of when trainings are offered, the number of training hours provided to each employee, etc. 7. Staffing Policies: Provide responses to the following questions: a.Will you recruit personnel for this contract differently from other standard parking contracts? If so, how and why? What specific recruitment methods will be used? b.With other parking companies advertising for employment opportunities, what will you do to meet the city's needs? c. List the wage rates and billing rates by type of position for each of the type of services to be provided. Response must include the following: i. Suggested beginning hourly wage for each position. ii. A detailed description of all fringe benefits offered to employees. iii. A detailed description of any employee incentive programs offered by the company that rewards/encourages employee safety, productivity, excellent customer service. 8. Financial Responsibility (Capacity): City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 10 25D-12 a.Proposer shall submit its most recent audited financial statement, evidencing Proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a 90-day period. If said financial statement does not reflect full 90 day operational capacity, Proposer may include a letter of credit as evidence of supplemental capacity 9. Submittal of Proposal: a. Seven (7) copies of the response to the RFP shall be signed by a company official with the power to bind the company. b. One (1) copy of the submittal on a Compact Disc, USB Flash Drive or Equivalent. c. Structure your proposal to include the Scope of Services response, General Time implementation Schedule, Fees/Contract Price and Exhibits. B. EXHIBIT B -PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING C. EXHIBIT C - ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY (NOT REQUIRED UNTIL AFTER CONTRACTOR SELECTION) D. EXHIBIT D - REFERENCES AND RELEVANT WORK HISTORY (PAST 20 YEARS) E. EXHIBIT E - PROPOSAL CONTRACT AND AGREEMENT - PROPOSERS STATEMENT F. EXHIBIT F - PROPOSAL CONTRACT AND AGREEMENT - CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR G. EXHIBIT G - NON-COLLUSION AFFIDAVIT H. The proposal must be completely responsive to the RFP. 1. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. XVIII. CONTRACTOR SELECTION - PROPOSAL AND EVALUATION The criteria for evaluating the proposals submitted will take the following items into consideration: A. Qualifications and Company Experience ............................................................ 30% B. Proposed Plans (Management, Operations, Facilities Improvements, Transitional and Implementation and General Improvements/Recommendation ......................... 30% C. Fee Proposal ............................................................................................... 30% D. Quality and Depth of Proposal .......................................................................... 10% The proposals will be reviewed by a committee of City staff members. The committee will evaluate Proposers based on their response to the RFP. A final score will be calculated for each submitted proposal and used to rank the proposers. The most responsive proposers will be informed after proposal packet evaluation. The committee will interview the top tier of proposers and recommend award of the contract to the proposer who will provide the best quality service at minimum cost to the City. The City reserves the right to negotiate pricing and for additional interviews. The City will notify the successful firms by email of invitation for final oral interview and/or award. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 11 25D-13 XIX. PUBLIC RECORDS Proposals will become public record after award of agreement. Interested offerors may submit a written request, with a self-addressed stamped envelope to receive results of the evaluation. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to, City of Santa Ana Community Development Agency, Attn: Gabriela P. Lomeli, 20 Civic Center Plaza M-25, Santa Ana, CA 92701. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 12 25D-14 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A - SCOPE OF SERVICES 1. INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) for Parking Operations and Management Services to operate and manage four downtown public parking structures and a public surface lot located within the Downtown area (Exhibit A-1). The duties and responsibilities of selected contractor will be to oversee daily operation and management of the facilities, including, but not limited to: invoicing and collection of monthly fees, issuing validation stamps, collecting parking fees, activation of monthly access cards, preparation of monthly utilization reports and maintenance. In addition, the selected contractor will be required to operate and maintain all current equipment listed in Exhibit A-2 and any new equipment installed during the term of the Agreement. Currently, the City plans to upgrade access controls and install roll down security gates at all vehicle entrances. As part of the Agreement, the contractor will assist the City with the management of construction activity associated with the equipment and security gate installation, and the orderly operation of the parking structures continuously during the construction activity. A. LOCATION OF FACILITIES: Parking Structure A: Northeast corner of Broadway and Third Street (440 spaces*) 201 West Third Street Parking Structure B: South side of Fifth Street between Bush and French Street (700 spaces*) 300 East Fifth Street Parking Structure C: Northwest corner of Birch Street and Third Street (400 spaces*) 310 North Birch Street Parking Structure D: Southwest corner of Fifth Street and Main Street (400 spaces*) 420 South Main Street Surface Lot 1: Northeast corner of Bush Street and Third Street (62 spaces) 201 East Third Street *Approximate number, available space varies based on tenant utilization. Each location currently accommodates both monthly and transient patrons with the exception of the surface lot which at this time only services transient patrons. In addition, these facilities provide parking for numerous events held in the Downtown. The surface lot may also be used to stage City approved events. The City, through the Public Works Division, has plans to replace the existing access controls and install security gates at all vehicle entrance points at the four parking structures. This project is tentatively scheduled to go out to bid by the Public Works Division in late 2012 with a contract awarded in early 2013. The Parking Operations Manager will assist the City with the management of construction activity associated with the equipment installation, and the orderly operation of the parking structures continuously during the construction activity. The City can request to have additional locations not listed above be managed under this Operations and Management Agreement, subject to additional fee. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 13 25D-15 B. CURRENT OPERATING SCHEDULES (Subject to Change) Parking Structure A: Operated seven days a week. Parking Structure B: Operated Monday through Friday, Saturday after 6pm and Sunday if events are scheduled. Parking Structure C: Operated Monday through Saturday. Parking Structure D: Operated Monday through Saturday, closed on Sunday. Currently, this is the only facility with roll down gates that allows for complete closure of the structure. Parking Lot 1: Attended Monday through Saturday for revenue collection purposes. There is not an attendant assigned to this location. Current Holidavs Observed: lnarkina structure personnel will not work these holidavsl New Years Da Labor Da Martin Luther Kin Da Veterans Da Presidents Da Thanksgiving Da Memorial Da Christmas Da Independence Da C. HOURS OF OPERATION- (Subject to Change) Hours of operation vary among the different parking facilities. Operations, management, and security are of critical importance to the success of the facilities. Below is a summary of the hours of operation: Parking Structure A: Monday - Tuesday 08:00 AM - 08:00 PM Wednesday - Saturday 08:00 AM - 01:00 AM Sunday 10:00 AM - 06:30 PM Parking Structure B: Monday - Tuesday 07:30 AM - 09:00 PM Wednesday - Friday 07:30 PM - 01:00 AM Saturday 06:00 PM - 01:00 AM (Sundays only if there is a special event scheduled) Parking Structure C: Monday -Tuesday 08:00 AM - 06:00 PM Wednesday-Friday 08:00 AM - 01:00 AM Saturday 04:00 PM - 01:00 AM Sunday Closed Parking Structure D: Monday-Friday 06:00 AM - 11:30 PM Saturday 06:00 AM - 12:00 AM Sunday Closed Parking Lot 1: Monday-Saturday 08:00 AM - 08:00 PM City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 14 25D-16 D. CURRENT EQUIPMENT Attached as Exhibit A-2 is a list of all current equipment that contractor will be required to maintain as part of their obligation. E. PROPOSED STAFFING LEVELS 1 Operations Manager 1 Shift Supervisor Below are the current staffing levels for all the parking locations indicated in the RFP. The number of employee hours to be worked shall be scheduled by contractor with the written approval of the Project Manager. Parking Structure A: 3 full time parking attendants 1 part time parking attendant Parking Structure B: 2 full time parking attendants 2 part time parking attendants Parking Structure C: 3 full time parking attendants Parking Structure D: 2 full time parking attendants 2 part time parking attendants Parking Lot 1: Operations Manager or his/her designee to do daily revenue collection. In addition, the selected operator will be responsible for contracting for security guard services. Current security staffing levels for service at the four parking structure locations consists of: 1 post commander 1 lead security guard 12 full time security guards CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. PARKING OPERATIONS AND MAINTENANCE SPECIFICATIONS Proposer will be conclusively presumed to have read and to be familiar with the attached Management Agreement (EXHIBIT A-3). It is the intent of the City that the Operator will fully comply with every requirement of said Management Agreement. This Management Agreement is viewed as a major contract with major responsibilities on the part of the Operator. The City wants a proven operator with current experience in handling comparable single client facilities. It is expected that the selected proposer will provide an experienced Operations Manager to oversee these operations. The facilities will be maintained and operated in a courteous, efficient and prompt manner at all times. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 15 25D-17 Although the City will closely monitor the operator's financial controls and procedures to ensure against mishandling or theft of public funds, it is expected that the operator, as a proven professional parking management firm, will provide optimum in fiscal responsibility. Detailed records must be maintained with direct supervision and certification of a Certified Public Accountant. Likewise, timely deposits and reports are to be prepared and adhered to. The City expects the best professional and responsible service attainable. B. CONTRACTOR PERSONNEL 1. The contractor shall furnish the necessary personnel, including one (1) Operations Manager and one (1) Shift Supervisor. Hours will be determined based on the needs of the City. The City of Santa Ana shall have discretion in approving changes to work hours and assignments or areas. A list identifying the names of all Contractor personnel shall be provided to the City Project Manager or designee. 3. Each of the Contractor's employees performing work pursuant to this Request For Proposals (RFP) shall: a. Have ability to read, write legibly, speak and comprehend the English language - Bilingual fluency in Spanish or other language approved on the City's bilingual list is preferred; b. Capable of performing assigned duties; c. Pass a background check that shall include a review of the employee's criminal history that would pose a liability for the City including crimes of violence. The City of Santa Ana reserves the right to mandate removal of any contractor's employees found unacceptable to the City for any reason; d. Have a High School Diploma or its equivalent; e. Be well groomed at all times; and f. Have a minimum of eight (8) hours of basic customer service training including, but not limited to, conflict resolution, handling difficult customers and cultural diversity 4. The contractor must provide an Operations Manager during daytime working hours to supervise all selected proposer employees on duty. The Operations Manager shall have substantial expertise and experience in parking management and operation services. The Operations Manager shall be the primary contact between the city and selected proposer on matters relating to the operations and management services provided through this RFP. 5. The Operations Manager shall be the primary daily operations contact to the City and shall also do the following: a. Respond to complaints and provide the City's designee with a copy of the complaint and the resolution or, in the event an investigation is required, the steps being taking to resolve the complaint and the date a resolution can be expected. b. Contact the City designee at least once each day to discuss and clarify operational assignments and receive any special instructions; c. Ensure that contractor personnel perform the duties required by the RFP; and d. Prepare and submit monthly progress reports and status reports as may be required by the city designee. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 16 25D-18 6. The contractor shall be required to designate an Assistant Operations Manager. This person shall have the authority over the personnel and shall be a member of the contractor's management staff with authority to represent the contractor on policy matters. 7. All shifts must be supervised. 8. The contractor shall provide and pay for all uniforms for contract personnel assigned to work in the field. a. Uniform specifications shall include a photograph or diagram and written description of the uniforms for male and female personnel and include marking(s), shirt sleeves length (short or long), shoe type, the color of shirts, pants, jacket(s) and any other relative information. As an option, the contractor may allow the employee to wear shorts of the same color as the uniform pants during the summer months. b. The Community Development Agency Director or his/her designee shall review and approve all uniforms and insignias. c. Uniforms shall be properly fit with no rips or tears and must be clean and pressed at all times to present a neat appearance. 9. If the Contractor finds it necessary to utilize substitute personnel, they are to be equal in qualifications and training to regular personnel. C. CUSTOMER SERVICE Contractor shall provide service, which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. All Contractor personnel are a reflection of the City of Santa Ana and as such are expected to: Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Comply with all federal, state, county, and city laws and regulations. 4. Use adequate equipment that is kept clean and neat at all times. 5. Maintain working spaces, clean and free of clutter or distractions. 6. Train other Contractor employees to be polite and courteous during public contact. 7. Employ truth and accuracy in reporting customer service records. D. MAINTENANCE It is expected that the selected proposer will agree to keep the parking facilities clean and in a proper state of maintenance as referenced in Exhibit A-4 and repair other than major structural repairs, and at the termination of the Agreement, to leave the parking facilities in substantially the same condition as existed at the commencement of the Agreement, normal wear and tear expected. Selected proposer shall be responsible for repair and maintenance of any and all parking equipment City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 17 2501-19 at the City's expense, subject to City's written approval except in case of emergencies in which case notification shall be oral. E. PARKING ANALYSIS The City may request selected contractor for data gathered from the parking facilities for the purpose of conducting a parking analysis and/or request to subcontract for a complete parking operations study to evaluate and make recommendations for potential operational improvements and identify a monitoring system for evaluating success of a new operational program. F. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE City of Santa Ana authorized contractors will be required to have identification signage on all vehicles at all times while working in an official capacity for the City. Such signage shall be of a professional manner and maintained neat in appearance, free of graffiti, easily identifiable and in sound condition. All costs associated with the fabrication of such signage shall be borne by the Contractor. Such signage design shall be pre-approved by the City prior to production. Signage type and material shall be plastic with magnetic backing, painted signage on vehicle or similar. Taped vehicle signage will not be allowed. G. INSPECTIONS A representative from the City shall regularly inspect the operations and management and other areas subject to this Agreement to ensure that the work is being, and has been, performed in accordance with the terms identified in this agreement. All work found in such inspections not conforming to the applicable requirements shall be corrected by the Contractor and the City shall have the right to withhold payment to the Contractor until the work is corrected. H. SPECIFICATIONS This scope of services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. 1. LOGS / NOTIFICATIONS / REQUIRED REPORTING 1. The Contractor shall log all equipment service and repairs. 2. The Contractor shall log on a daily basis and handle all complaints from the public regarding parking facilities in a courteous and professional manner as well as any corrective action taken as a result. 3. The Contractor shall note any hazardous conditions or damage to public parking facilities and shall report these conditions immediately to the Project Manager; first by telephone and followed by a monthly report. 4. The Contractor will track and provide periodic reports on parking utilization levels for all parking facilities included in this RFP. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 18 25D-20 5. The Contractor shall permit the City to inspect and audit its books and records regarding City- provided services at any reasonable time. J. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Community Development Agency. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a weekly basis or as determined necessary by the City. K. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Such efforts shall be provided to the City. The City shall have the ability to provide a list of possible Santa Ana vendors to the Contractor. The City has the option to purchase and provide materials. The City has the option to purchase special material or the City will reimburse the Contractor for purchase of special material only after authorization by the City. L. ADDITIONAL SERVICES Selected contractor may be requested to provide or subcontract other services related to the parking facilities which may include, but not limited to, implementing a park wayfinding program, parking enforcement within the parking facilities and a valet program. Also, may be requested to assist city staff in preparing and updating a webpage to inform the public of parking locations, rates, operating hours and special event parking. III. DEFINITIONS None. IV. TERMS AND CONDITIONS A. TERM The term of this Contract is projected to commence on or about March 1, 2013 after City Council award of this contract and upon receipt and approval of all required bonds and insurance documents and terminate February 28, 2015, unless earlier terminated as set forth in Section H, below. City may grant an option to renew up to three additional one-year periods. Said options shall be exercised in writing at least thirty (30) days prior to the end of the initial term or any extension thereof. B. CONTINUED FUNDING In the event funding is not allocated for Parking Operations and Management services during the annual budget approval process, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 19 25D-21 C. COMPENSATION City agrees to pay and Contractor agrees to accept a flat monthly fee for the scope of service outlined in this RFP and will be reimbursed for certain costs including routine parking structure expenses, emergency repair costs, minor improvements and additional work hours as requested and approved in advance by the City. 2. As part of the proposal, include: a. A flat monthly fee for each of the five parking facilities. Evaluation will be based on cumulative monthly fee of all five facilities. b. Include a schedule indicating the components of the proposed fee for each structure (ie. accounting, overhead, profit, etc.) c. Hourly fee for additional cashiers, parking attendants or other staff when required/requested by the City. d. The parties may annually agree to an adjustment of parking operations and management services charges (not to exceed 2%) commencing at the end of the first year of the agreement, utilizing the month of December statistics and supporting documentation. The two indices which will be used for determining adjustments to parking operations and management services charges shall be the most recent December Consumer Price Index (CPI) for All Urban Consumers for Los Angeles-Anaheim-Riverside CMSA, published by the United States Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area. 3. Extra Work a. No new work of any kind shall be considered unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. The Contractor will be required to provide detailed information of such extra work. Documentation of contract compliance may be required on some occasions. D. INDEPENDENT CONTRACTOR Contractor shall during the entire term of this Contract, be construed to be an independent contractor and not an employee of the City. This Contract is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the manner in which Contractor performs the services required by this Contract. However, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. E. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 1. Commercial General Liability Insurance. Contractor shall maintain commercial general liability City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 20 25D-22 insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $2,000,000 per occurrence, $2,000,000 in the aggregate. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 3. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 1. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: a. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. A sample additional insured endorsement is attached hereto as Exhibit C. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. b. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. c. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 2. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. F. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 21 25D-23 Contract (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. G. NOTICE Any notice, tender, demand, delivery or other communication pursuant to this Contract shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copy to: Gabriela P. Lomeli City of Santa Ana Community Development Agency 20 Civic Center Plaza (M25) Santa Ana, CA 92701 Fax 714-647-5455 H. TERMINATION The City reserves the right to terminate the contract, without penalty, for cause immediately or without cause. 1. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 22 25D-24 2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the Contractor either personally or by mail. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for contract services if, in the judgment of the Projects Manager or designee, the level of service falls below appropriate Parking Operations and Management standards and/or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the Project Manager or designee determines that contract services are performed as well and as frequently as required by this Agreement. 1. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event on nonpayment by the City. Such request will require one-hundred and eighty (180) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. J. LIQUIDATED DAMAGES If the City determines that the Contractor breaches its promise to provide parking operations and management services in compliance with the Terms and Conditions of applicable laws and regulations, and the specifications set forth above, it would be impracticable and extremely difficult to determine the damage to City arising from such breach. Therefore, in the event of Contractor's breach, Contractor shall pay to City the sum of $125 per hour per occurrence for such breach per parking personnel, in addition to any cost, fines, etc. levied against the City. K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. L. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC AWARENESS If requested by City, Contractor shall participate in extensive public awareness efforts and community events and programs, such as neighborhood and City events. Such participation shall be upon City request provided with reasonable notice of event timing. Such events will not exceed four (4) per year. M. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 1. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 23 25D-25 2. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. N. ASSIGNMENT Inasmuch as this Contract is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. 0. JURISDICTION -VENUE This Contract has been executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of this Contract shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Contract. P. FINES The Contractor shall be liable for all violation fines levied against the City by State or Federal Agencies and the Courts such as, but not limited to, oil or fluid leaks. City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 24 25D-26 EXHIBIT A-1 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY TO ILLUSTRATE EXISTING CITY OF SANTA ANA PARKING STRUCTURE AND SURFACE LOT LOCATIONS N I kil CITY of SANTA PARKING STRUCTURES k` AND SURFACE LOT ?.vo gg< 3 h 4TH ST 4TH ST 3RD ST A Third & Broadway 3 Levels - 440 Spaces z B Fifth & French 4 Levels - 700 Spaces C Third & Birch li ail, E 2 ST 5 Levels - 400 Spaces D Fifth & Main 7 Levels - 400 Spaces 1 Third & Bush tSTST ISTST Surface Lot - 62 Spaces City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 25 25D-27 CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A-2 THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY TO ILLUSTRATE EXISTING EQUIPMENT AT EACH LOCATION STRUCTURE A Current Equipment 1 180 8 8 1 Parking Equipment 5 3 1 1 5 201 West 3rd Street Elevator Interior Light Fixtures 408 lamps Exterior Lights & Fixture Roof Pole Lights & Fixture Landscape Irrigation System 1 Sump Pump Federal APD Gates Federal APD Ticket Spitters Amano Register Amano Validator Proximity Card readers Service by Amtech T12 30 Watt 48 -IN FLRMP 150 Watt HPS Medium Size 250 Watt HPS Mogul Size Service by Specialty Environments Service by OC Pump Service and Repair by Total Access Company Office Equipment 1 1 4 2 1 3 2 1 1 STRUCTURE B Current Equipment 2 160 32 9 1 Access Card Dell PC & program Access Card Controller box Vertex VX230 UHF 16 Channel two way radios Vertex VX spare battery Vertex VX six bank rapid charger Vertex VX remote speaker microphone Telephone and base Security/ Information desk Cashier Booth 300 East 5th Street Elevators Interior Light & Fixtures Interior Fixtures 64 Lamps Roof Pole Light & Fixture Landscape Irrigation System 2 Sump Pump Service by Fujitech 150 Watt HPS Medium Size Ceiling Mount T12 30 Watt 48 -IN FLRMP Ceiling Mount 250 Watt HPS Mogul Size Pole Light Service by Specialty Environments Service by OC Pump City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 26 25D-28 Parking Equipment 5 3 1 1 5 1 Office Equipment STRUCTURE C Current Equipment 1 66 15 6 1 1 1 Parking Equipment EXHIBIT A-2 Service and Repair by Total Access Company Stanley Gates Stanley Ticket Dispenser Amano Register Amano Validator Falcon Key Card Readers Falcon Key Card System 1 Telephone and base 2 Cashier Booth 310 North Birch Street Elevators Interior Light & Fixtures Interior stair Light & Fixtures Roof Pole Light & Fixture Landscape Irrigation System Sump Pump Caterpillar Backup Generator Service by Fujitech 150 Watt HPS Medium Size Pendant Light 70 Watt HPS Mogule Size Wall Mount 250 Watt HPS Mogul Size Pole Light Service by Specialty Environments Service by OC Pump Service and Repair by Total Access Company EXHIBIT A-2 3 Federal APD Gates 1 Federal APD Ticket Dispenser 1 Amano Register 1 Amano Validator 3 Falcon Key Card Readers 1 Falcon Key Card System Office Equipment 2 Telephone and base 1 Cashier Booth 1 Dell Office PC 1 Brother Fax/Printer/scanner/copy machine 1 Netgear Wireless Router 1 LG Portable Air Conditioner 1 Goldstar Portable Air Conditioner STRUCTURE D 420 North Main Street Current Equipment 2 Elevators Service by Amtech 105 Interior Light & Fixtures 150 Watt HPS Megul Size Ceiling Mount 40 Interior stair Light & Fixtures T4 13 Watt Wall Mount 4 Roof Pole Light & Fixture 250 Watt HPS Mogul Size Pole Light City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 27 25D-29 1 Landscape Irrigation System 1 Sump Pump 1 Exhaust Fan Parking Equipment 3 Federal APD Gates 1 Federal APD Ticket Dispenser 1 Amano Register 1 Amano Validator 2 Falcon Key Card Readers 1 Falcon Key Card System Office Equipment 1 Telephone and base 1 Cashier Booth 1 Fire Alarm System Controller Box SURFACE LOT 1 Parking Equipment LUKE (single space meter) Service by Specialty Environments Service by OC Pump Service and Repair by Total Access Company City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 28 25D-30 CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A-3 DRAFT PARKING MANAGEMENT AGREEMENT NON-EXCLUSIVE OPERATING AGREEMENT FOR PUBLIC PARKING GARAGES & SURFACE LOT STAFFING AND FIELD MANAGEMENT BETWEEN THE CITY OF SANTA ANA AND (OPERATOR) This Agreement is made and entered into this day of , 20 by and between the CITY OF SANTA ANA, a charter city and municipal corporation of the State of California ("City") and ("Operator"). W-I-T-N-E-S-S-E-T-H Recitals: A. City has issued a Request for Proposals (RFP) for the operation of the downtown parking garages and surface parking lots. City desires to procure adequate and efficient management of certain public parking garages and surface parking lots for which it has operational responsibility, which structures are currently described as follovN s: Parking Garage A: 440-space garage existing on the northeast corner of Broadway and Third Street. 2. Parking Garage B: 700-space garage on the south side of Fifth Street between Bush and French Streets. 3. Parking Garage C: 400-space garage on the northwest corner of Birch and Third Streets. 4. Parking Garage D: 400-space garage on the southwest corner of Fifth and Main Streets. Surface Parking Lot #1: 62 space surface parking lot on the northeast corner of Bush and Third Street. B. Operator is experienced in the operation and management of automobile parking garages and surface parking lots, and is ready, able and willing to undertake the operation and management of the above-described parking garages and lots. 25D-31 C. The City can, at any time during the Term of this Agreement, request to have additional locations not listed above be managed under this Agreement subject to additional fees. D. In undertaking the performance of this Agreement, Operator represents that it is knowledgeable in its field and that any services performed by Operator under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. Wherefore, in consideration of their mutual and respective promises and subject to the terms and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. DEFINITIONS For purposes of this Agreement, the following meanings shall apply: A. "Premises" shall initially mean Parking Garages A, B, C, and D, along with Surface Parking Lot # 1, used interchangeably with the term "Parking Facilities" (see Exhibit A, attached hereto and incorporated herein). Additional Premises may be added by the City during the term hereof. B. "City" shall mean the City of Santa Ana, California, a charter city and municipal corporation. C. "Contract Administrator" shall mean the City Manager or his/her designee; the person on City staff that is appointed to be the contact person with regard to this Agreement. D. "Fiscal Year" shall mean January 1 through December 31. E. "Gross Revenue" sliall mean the total amount of all parking receipts, admission, rentals, and other fees of any nature or kind charge, received, or collected by Operator in the course of operating the Premises, whether such monies are received at the Premises or elsewhere. F. "Hazardous Materials" shall mean any and all (a) substances, products, by-products. waste, or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under an Environmental Law, and (b) any materials, substances, products, by- products, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by-products, or waste may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and (c) any substance, product, by-product, waste, or any other material which may be hazardous or harmful to the air, water, soil, environment or affect 2 25D-32 industrial hygiene, occupational, health, safety and/or general welfare conditions, including without limitation, petroleum and/or asbestos materials, products, by-products or waste. G. "Management Fee" shall mean the fee that the City pays the Operator for performing those obligations set forth in the Agreement. The fee is proposed as an annual maximum fixed amount and is paid on a monthly prorated basis. H. "Parking Manager" shall mean the person that the Operator selects and appoints whose responsibility shall be overseeing the operation of the Parking Facilities, as further discussed in Section 12 D hereof. "Reimbursable Expenses" shall mean expenses incurred by Operator for equipment or supplies, or paid to a third party vendor, which are not included as part of the operating fee and which shall be reimbursed by the City. 2. SCOPE OF SERVICES Operator shall perform those services as specified in detail in the RFP and the attached Proposal dated . 2012, attached hereto and incorporated as Exhibit B. Operational services shall include valet parking services and the installation of certain improvements to enhance garage/parking lot security and operations, as requested by the City. These improvements may include, but are not limited to: upgrading/adding lighting, installation of security cameras, and improving circulation, where possible. Budgets shall be submitted for each Fiscal Year or portion thereof occurring during the term of this Agreement showing the estimated Operating Expenses for such Fiscal Year or portion thereof occurring during the term of this Agreement, in such format as is required by the Contract Administrator, or his/her designee. The initial proposed budget shall be submitted by Operator to the Contract Administrator prior to the commencement date set forth herein. Subsequent proposed budgets should be submitted prior to the commencement of the Fiscal Year to which they pertain. Operator and the Contract Administrator shall cooperate in good faith to develop reasonable approved budgets, provided, however, that the Contract Administrator shall retain ultimate authority to determine each approved budget in the event of disagreement. Any approved budget may be amended at any time by a written amendment approved by the Contract Administrator and Operator. In the event that the City incurs any obligation for Operating Expenses, which are not in accordance with an approved budget, City may deduct the amount of such obligation from the Management Fee. 3. TERM OF AGREEMENT 3.1 Initial Term - The initial term of this Agreement is a two (2) year term, from March 1, 2013 to February 28, 2015. 25D-33 3.2 Options - City has the right to extend the term of this Agreement for three (3) additional one-year periods (the "Additional Terms"), based upon the same conditions of the Initial Term, subject to adjustments for compensation. City shall notify Operator in writing of its exercise of its option for an Additional Term no less than thirty (30) days prior to the end of the then current Term. 4. COMPENSATION As total compensation for Operator's services under this Agreement, City agrees to pay and Operator agrees to accept, a management fee in the amount of Dollars ( $ ) annually, paid on a monthly prorated basis of $ per month. 5. DESIGNATION OF OPERATOR AS MANAGER: PARKING FACILITIES TO BE OPF.R ATED A. Non-exclusive Agreement. Operator's right to operate the Parking Facilities is non-exclusive. B. Designation of Operator as Manager. City hereby designates and hires Operator as the operator and manager of the hereinafter described Parking Facilities and Operator accepts such designation and agrees to operate and manage the Parking Facilities subject to the terms, covenants and conditions of this Agreement. Operator acknowledges that this Agreement conveys no interest in nor attaches to any underlying real property comprising the Parking Facilities. Accordingly, City and Operator agree that nothing in this Agreement shall entitle or permit or be construed to permit Operator to file any claim, lien or notice against any real property. As material consideration for this Agreement, Operator waives any rights it may now or hereafter have to record a Its pendens against the Parking Facilities under Section 405 et. seq. of the California Code of Civil Procedures, or any other provision of law, if a dispute arises under this Agreement. C. Parking Facilities to be Operated. Operator shall operate those certain vehicular Parking Facilities, together with all incidental and appurtenant improvements constructed thereon, shown on Exhibit A, attached hereto and made a part hereof, hereinafter referred to as the "Parking Facilities," in accordance with the terms and conditions set forth in this Agreement. D. Performance. The hours of operation of each Parking Facility are set by the City. Operator must staff each facility sufficiently during all operating hours. It is expected that the parties will discuss and agree upon levels of staffing; however, if the parties cannot agree, the decision of the Contract Administrator shall control. Maintenance tasks should be performed at such hours as to minimize the impact on customers. E. Modification by City. The City may, during the term of this Agreement, modify the list of Parking Facilities listed on Exhibit A. It may also modify parking space 4 25D-34 inventory. Such modifications shall not be considered a breach of this Agreement. 6. COVENANTS OF THE OPERATOR A. Operator agrees throughout the term of this Agreement to manage, operate, supervise, and maintain the Premises economically, diligently, effectively, and to the best of its ability. The Operator agrees not to use or permit the use of the Premises for any purpose other than for vehicular parking, nor to engage in or permit any other business activity on, within or from the Premises. The Operator must manage and operate the Parking Facilities in a manner that reflects the City's commitment to customer service, careful stewardship of the public's capital investments, adequate safeguards on City's revenues and professional management of the City's services. B. The Operator, as operator and manager of the Premises, shall comply with and conform to all provisions of law including, without limiting the generality of the foregoing, all requirements of all Federal, State and local enactments, bylaws, and other governmental or municipal regulations now or hereafter in force which relate to the operation, management, and supervision of the Premises, and the Operator shall comply with all Police, Fire, and safety regulations imposed by any governmental, State, or City authorities, or made by property insurance companies, and shall obtain and maintain all licenses and consents necessary for the proper and lawful operation, management, and supervision of the Premises. C. Operator agrees that this Agreement shall not be construed as granting any right of possession, estate, title or interest in the Parking Facilities. Operator agrees that this Agreement shall not impair the City, its agents or employees from entering the Parking Facilities at any time. D. Operator agrees and acknowledges that it is an independent contractor and not an employee of the City. Operator shall maintain complete control over all of its employees and any subcontractors. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Operator performs the services which are the subject matter of this Agreement; however, the services to be provided by Operator shall be provided in a manner consistent with all applicable standards and regulations governing such services and the terms of this Agreement. Operator shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Neither Operator nor City is granted any right or authority to assume or create any obligation on behalf of the other. 7. RECORDS AND ACCOUNTS A. Records. The Operator shall, at all times during the term of this Agreement, keep or cause to be kept true and complete books, records, and accounts of all gross receipts from the operation of the Parking 5 2501-35 Facilities within each of the Parking Facilities. The books, records, and accounts shall be supported by source documents such as computer records and printouts, cash register tapes, and/or other pertinent documents. Computer and/or cash register totals shall be read and recorded by the Operator at the beginning and end of each business day for each exit lane. The Operator shall provide, subject to reimbursement by the City, serially numbered tickets compatible with and for use in operating the parking control equipment provided by the City for monitoring vehicular parking and shall keep a record of said tickets acceptable to the City. B. The Accounting Year. For this Agreement, the accounting year shall be January to December. The accounting year shall be maintained throughout the term of the Agreement unless the Contract Administrator approves in writing a different accounting year. Contract Administrator shall approve a change in accounting years only in the event the accounting year in use results in undue hardship for either the Operator or the City and not because of mere convenience or inconvenience. C. Financial Statements. Within ninety (90) days after the end of each accounting year, the Operator shall, at the Operator's sole expense, submit to the City a Statement of Gross Receipts, audited by a Certified Public Accountant, for each accounting year. D. Failure to Submit Financial Statements. In the event Operator fails to submit the financial statements required in paragraph C above by the due date, Contract Administrator may require that Operator pay to the City any and all costs incurred by City to prepare the required financial statement, plus an administrative fee equal to 50% of those costs. E. Audits. All the Operator's books of accounts and records and supporting source documents related to this Agreement or to business operations conducted within or from the Parking Facilities shall be kept and made available at one location within the limits of Orange County, California. The City shall, through its dully authorized agents or representatives, have the right to examine and audit said books of accounts and records and supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof, and of the monthly statements made and monies received. The City upon request of the Operator and at the City's sole discretion, may authorize the above-referenced books and records and supporting source documents to be kept in a single location outside the limits of Orange County provided the Operator shall agree to pay all expenses, including but not limited to transportation, food, and lodging, necessary for the City to audit said books and records. 6 25D-36 The full cost of any audit by the City, as determined by the City, shall be borne by the Operator if either or both of the following conditions exist: 1. the audit reveals an underpayment of more than two percent (2%) of gross receipts reported and paid by the Operator in accordance with this Agreement when compared with the gross receipts which should have been reported and paid as revealed by audit; 2 The Operator has failed to maintain true and complete books, records, accounts and supporting source documents in accordance with Paragraph A (Records) of this Section. The adequacy of such books, records, accounts, and supporting source documents shall be determined at the sole discretion of the City. Otherwise, the City shall bear the cost of said audit, excluding the aforementioned expenses related to audit of documents kept outside the limits of Orange County. Upon request of the City, the Operator shall promptly provide, at the Operator's expense, necessary data to enable the City to fully comply with any and every requirement of the State of California or the United States of America for information or reports relating to this Agreement. F. Records and Audits: Except as other wise provided herein, all parking charges shall be recorded by means of cash registers or other comparable devices as provided for Operator's use by City which display to the customer the amount of the transaction and automatically issue a receipt. The registers shall be equipped with devices, which lock, in parking charge total and other transaction numbers and details. Totals registered shall be read and recorded at the beginning and end of each day. Cash register tapes tickets, and reconciliation of the proceeding day's transaction shall be submitted to the City monthly, or as required by the Contract Administrator. Operator shall issue serial numbered tickets for each admission, and shall keep an adequate record of said tickets; both issued and un-issued, and shall be responsible for the distribution and collection of monthly parking card and monthly revenues. 2. The Operator's book of account, records, and supporting source documents related to this agreement or to business operations conducted within or from the Premises shall be kept and made available at one location within the limits of the County of Orange. City shall, through its duly authorized agents or representative, have the right to examine and audit said books of account, records, 7 25D-37 and supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof, and of the monthly statements of sales made and monies received. 3. The City, upon request of Operator and, at the City's sole discretion, may authorize the above-referenced books and records to be kept in a single location outside the limits of Orange County provided Operator shall agree to pay all expenses including, but not limited to, transportation, food, and lodging necessary for the City to send a representative to audit said books and records. The Contract Administrator shall not exercise said right more than twice each accounting year. 4. The full cost of said audit. as determined by City, shall be paid by Operator if either or both of the following conditions exist: (a) The audit reveals an underpayment of more than five percent (5%) between the balance of revenue due as reported and paid by Operator in accordance with this Agreement, and the balance of revenue due as determined by said audit. (b) Operator has failed to maintain true and complete books, records, accounts, and/or supportive source documents in accordance with this agreement. The adequacy of records shall be determined at the sole discretion of the City. Otherwise, City shall bear the cost of said audit, excluding the aforementioned expenses related to audit of documents kept outside the limits of Orange County. Upon the request of City, Operator shall promptly provide, at Operator's expense, necessary data to enable City to fully comply with any and every requirement of the State of California or the United States of America for information or reports relating to this Agreement, and to Operator's management of the Premises. Such data shall include, if required, a detailed breakdown of Operator's receipts and expenses. G. Failure to Maintain Adequate Records. In addition to any other remedies available to the City at law, in equity, or under this Agreement, in the event the Operator fails to maintain and keep books, records, and accounts relating to the Operator's operations on or from the Parking Facilities and source documents relating thereto, or to make the same available to the City for examination and audit, or to record sales and/or to maintain registers to record sales, or to provide financial statements and other information to the City regarding gross receipts as required by this Agreement, the City, at the City's option, may: 25D-38 Perform such examinations, audits, and/or investigations itself or through contractors, agents, or employees as the City may deem appropriate to confirm the amount of gross receipts payable to the City by the Operator under this Agreement and any and all costs and/or expenses incurred by the City in connection therewith shall be promptly reimbursed to the City by the Operator upon demand. 2. Provide accounting services and/or a system for recording gross receipts, including without limitation, cash registers, for use by the Operator in conducting business transactions upon or from the Parking Facilities, and, at the City's option, maintain personnel on the Parking Facilities to observe and/or record such transactions during the Operator's business hours, or from tinge to time, all at the Operator's sole cost and expense and, in such event, the Operator shall promptly reimburse the City for any and all costs incurred by the City in connection therewith; and/or 3. Require that Operator pay to the City, upon demand amounts equal to and based on the City's reasonable estimate of the actual gross receipts from parking operations conducted on or from the Parking Facilities. Any such estimate made by the City in good faith shall be conclusive and binding upon the Operator. Costs payable b_y Operator pursuant to this Section shall include reimbursement to City, for City provided services at such rates as the City may from time to time in good faith establish for such services. In the case of services provided by the City's employees, such rates shall be sufficient to reimburse the City for employees' salaries, including employee taxes and benefits and the City's overhead or, may be the rate for such services that would be charged by a qualified third party or parties, if engaged by the City to perform such services. H. Ownership of materials. All reports, documents, or other materials developed or discovered by Operator or any other person engaged directly or indirectly by Operator to perform Operator's services for the City are the property of the City without restriction or limitation upon their use. 8. INSURANCE The Operator shall, at its own cost, maintain insurance acceptable to City in full force and effect throughout the term of this Agreement. The policy of policies of insurance maintained by Operator shall provide the following limits and coverage: 1. Commercial General Liability (CGL) or Garage Liability: Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an "occurrence" basis, including products-completed operations, personal & advertising injury, with 9 25D-39 limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Garage Keeper's Legal Liability: with limits no less than $2,000,000 covering the Operator and the City against claims, liabilities, losses, or suits covering exposures for loss of or damage to vehicles in Operator's care, custody and control. This coverage shall be subject to a deductible provision of not more than $ 1,000 for each loss. 3. Commercial Crime including Employee Dishonesty: with limits not less than $100,000 for Employee Dishonesty and $10,000 for depositors forgery, loss of money and securities, inside or outside the premises and including safe robbery or burglary 4. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. a. "This insurance shall not be cancelled, limited in scope of coverage, or non-renewed until after thirty (30) days' written notice has been given to the Community Development Agency of the City of Santa Ana." b. "1t is agreed that any insurance maintained by the City of Santa Ana will apply in excess of, and not contribute with, insurance provided by this policy." "The City of Santa Ana and its officers, agents, and employees are added as additional insured as respects operation of the named insured at the Parking Garage located at the northeast corner of Broadway and Third Street, the Garage on the south side of Fifth Street between Bush and French Streets, the Garage on the southwest corner of Fifth and Main Streets, the Garage on the northwest corner of Birch and Third Streets, and the surface parking lot located on the northeast corner of Bush and Third Street in the City of Santa Ana." A sample Additional Insured Endorsement is attached hereto and incorporated herein as Exhibit C. The Additional Insured Endorsement shall be amended periodically to reflect al l parking garages/parking lots that Operator manages on behalf of the City. Operator agrees to deposit with City, on or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of the Agreement have been complied with and to keep such insurance in effect and the certificates therefore on deposit with City during the entire term of this Agreement. City shall retain the right at any time to review the coverage, from, and amount of the insurance required hereby. If, in the opinion of the City, the insurance provisions in this Agreement do not provide adequate protection for City and for members of the public using the Premises, City may require Operator to obtain insurance sufficient in coverage, 10 25D-40 form, and amount to provide adequate protection. City's requirement shall be reasonable, but shall be designed to assure protection from and against the kind and extent of the risks, which exist at the time a change in insurance is required. City shall notify Operator in writing of changes in the insurance requirements, and if Operator does not deposit copies of acceptable insurance policies with City incorporating such changes within sixty days (60) of receipt of such notice, Operator shall be in default without further notice to Operator, and City shall be entitled to exercise all legal remedies. The procuring of such required policy or policies of insurance should not be construed to limit Operator's liability hereunder or to fulfill the indemnification provisions and requirements of this Agreement. 9. INDEMNIFICATION The Operator shall indemnify and hold the City of Santa Ana, its officers, employees and agents harmless from and against: (a) Any and all liability, penalties, losses, damages, costs and expenses, demands, causes of action, claims or judgments arising from or growing out of any injury to any person or persons, or any damage to any property as a result of any accident or other occurrence during the term of this Agreement occasioned by any act or omission of the Operator, its officers, employees, agents, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees, or arising from or growing out of the use, maintenance, or operation of the Premises during the term of this Agreement. (b) From and against all legal costs and charges, including reasonable attorney's fees, incurred with respect to any of such matters and the defense of any action out of the same, or in discharging the Premises or any part thereof from any and all liens, charges or judgments which may accrue or be placed thereon by reason of any act or omission of the Operator. (c) The Operator shall further indemnify and hold harmless the City from any loss of Gross Revenue due to dishonesty, theft, or negligence of any officer, agent, or employee of the Operator. The Operator may protect itself from such liability for such fidelity losses through higher fidelity bonding of its officers, agents, or employees than is required by this Section. but failure to do so shall in no way relieve the Operator from its obligation to indemnify the City of any such losses. 10. PUBLIC PARKING RATES A. Parking Rates. The City shall determine parking rates. The implementation of any parking rate adjustment shall be the responsibility of the Operator. As part of such implementation, the Operator shall be responsible for replacement of all parking rate signs in accordance with Section 11 ("Maintenance Obligations Of Operator"), and for notifying the public of the new parking rates and their effective date. Such public notice shall be given by posting notices conspicuously at each entrance and 25D-41 exit to Parking Facilities for a minimum of ten (10) business days before the date the adjustment becomes effective. Parking rates shall at all times be posted by Operator within one place at each entrance and exit to the Parking Facilities on clearly legible signs of the type, character and locations approved by the Contract Administrator. Operator must install new parking rate signs within one month of the start date of this Agreement. All new signs must be compatible with existing signs at the Facility and be approved by the Contract Administrator. B. Validated Parking. Validated parking shall be permitted as authorized by the City. The City will bill those agencies authorized to validate parking tickets for their respective validations. The Operator shall make no other arrangements for validation without prior written authorization by the Contract Administrator. C. Monthly Parking Permits. The Operator shall issue permits and collect monthly fees at the Parking Manager's office at the Parking Facilities. The City shall establish monthly parking rates. The Operator shall be responsible for monitoring payment for monthly permits and for invalidating un-renewed permits the first day of each month. D. There shall be no free parking except as follows: One space per cashier booth in each facility to accommodate the Operator's employees. 2. City of Santa Ana and/or their contractor's vehicles only while performing construction or conducting building and grounds maintenance/repair activities. l l . MAINTENANCE OBLIGATIONS OF OPERATOR A. The Operator expressly agrees to maintain the Parking Facilities in a safe, clean, sanitary condition, to the complete satisfaction of the Contract Administrator, and in compliance with all applicable laws. The Operator shall conduct all routine maintenance in accordance with the Parking Facilities Maintenance Schedule (Exhibit D) attached hereto and made a part hereof. Operator shall make minor repairs (defined as repairs costing $500.00 or less per incident) promptly and as needed. Repairs in excess of $500.00 which do not create an imminent threat to public safety shall be made after consultation with the Contract Administrator, and as he/she directs. B. The Operator shall be responsible for routine daily maintenance of the Parking Facilities including, but not limited to: Keeping the Parking Facilities, including stairwells, free and clear of rubbish, litter, and animal or human waste. If animal and/or human waste are present, Operator shall clean and sanitize the 12 25D-42 affected areas as needed. 2. Providing janitorial services to the employee restrooms, including servicing clogged plumbing and cleaning floors and fixtures. Maintenance of attendant booths, Parking Manager's office and storage areas to assure a clean and neat appearance 4. Elevator cleaning including elevator lobby area. 5. Checking ceiling-mounted signage for loose connections or damage. 6. Checking illuminated signs for damage and necessary bulb replacement. 7. Checking parking and revenue control equipment for proper operations. 8. Immediate removal of graffiti from buildings and walls. The Contract Administrator shall approve method(s) used to remove graffiti. C. The Operator shall provide containers for trash and garbage as approved by the City and provide for daily removal of trash and garbage from the Parking Facilities. D. The Operator shall be responsible for weekly scheduled machine sweeping in each parking structure and each surface lot, and semi-annual garage steam cleaning. Any areas not accessible to machine sweeping shall be swept by hand prior to the mechanical sweeping process. The first steam cleaning shall be completed no later than July 2013 and every six months thereafter. E. The Operator shall remove excessive accumulations of grease or oil on parking surfaces on a weekly basis. Any grease or oil spill that constitutes a hazard shall be removed immediately. F. The Operator shall maintain adequate portable fire extinguishers, charged and ready for use, in accordance with governing fire regulations and ordinances. G. The Operator shall keep and maintain, to the satisfaction of the City, all signs and graphics in a clean and legible condition free from graffiti. Any replacement of signs or additional signs shall be provided by the Operator and the cost thereof shall be reimbursable by the City. Replacement materials shall be of the same quality material, letter style, design, and color as other similar signs within the facility. All signs placed by the 13 25D-43 Operator in the Parking Facilities, attendant booths, or Parking Manager's office must have the prior approval of the Contract Administrator. H. The Operator shall keep all glass surfaces in and around attendant booths, Parking Manager's office, stairwells and elevators clean. The Operator shall keep all parking control equipment, including housings, clean and well maintained as recommended by service manuals. J. The Operator shall be responsible for maintaining all painted surfaces on parking equipment, attendant booths, posts, curbs and islands. Painting shall be provided in a professional manner including but not limited to surface preparation and priming as needed. The Contract Administrator must approve paint colors. If the Operator fails to maintain or make repairs or replacements as required herein, the Contract Administrator shall notify the Operator in writing of said failure. Should the Operator fail to correct the situation within three (3) days after receipt of written notice, the Contract Administrator may make the necessary correction or cause it to be made and the cost thereof, including but not limited to the cost of labor, materials, equipment, and an administrative fee equal to twenty five percent (25%) of the sum of such items, shall be paid by the Operator by means of deduction from the monthly compensation due the Operator. 12. RESPONSIBILITIES AND REQUIREMENTS OF OPERATOR The Operator shall. in the manner and method of operating the Parking Facilities, assure the highest degree and standards of courtesy, politeness, conduct, and demeanor on the part of its officers, agents, employees, and representatives, and shall at all times during the term of this Agreement, comply fully with the following conditions and requirements: A. The Operator shall charge and collect from all persons utilizing the parking facilities within the Parking Facilities the fees or charges established by the City. B. The Operator shall conduct its operations in a manner so as not to annoy, disturb, or be offensive or rude to customers, patrons, or other users of the Parking Facilities. C. Language Proficiency. The Operator shall select personnel that have the ability to read signs, labels, work schedules and simple instructions in both English and Spanish; understand and follow oral directions in English and Spanish; write simple messages in English and Spanish, and speak both languages sufficiently to communicate clearly with the public. D. Parking Manager. The Operator shall select and appoint a Parking Manager whose responsibility shall be overseeing the operation of the 14 25D-44 Parking Facilities. Such person must be highly qualified, experienced, and successful manager of parking facilities, vested with full power and authority with respect to the method and manner of operating the Parking Facilities. The Parking Manager shall be present on-site a minimum of eight hours per day between the hours of 7:00 am and 6:00 pm. The Parking Manager shall maintain an office on-site and shall be available upon 15 minutes notice during regular business hours. At all times during his/her absence from the Parking Facilities, a shift supervisor shall be in charge of the parking operation and available at such on-site location. E. Conduct of Employees. The Operator shall control the conduct. demeanor, and appearance of its officers, agents, employees. and representatives. Cashiers and shift supervisors while on duty shall wear uniforms with clearly visible and readable nametags, which shall at all times be maintained in a neat and clean condition. The Contract Administrator shall approve the uniforms and nametags. All personnel shall be trained by the Operator to render a high degree of courteous and efficient service, and it shall be the responsibility of the Operator to maintain close supervision over such personnel to assure a high standard of service to patrons of the Parking Facilities. Upon objection by the Contract Administrator to the unprofessional conduct, demeanor, or appearance of such personnel, the Operator shall immediately take all steps necessary to correct the conduct, demeanor, or appearance, which is the cause of the objection. F. Employee Honesty. The Operator shall take every precaution to protect the City's revenue, and to ensure that all sums due and owing the City from patrons of the Parking Facilities are properly assessed, collected, accounted for, and deposited into a depository selected and approved by the City. The Operator shall not knowingly employ or keep in its employ for purposes of conducting operations under this Agreement any individual who has been convicted in a court of competent jurisdiction of theft or misappropriating funds. G. Monthly Parking Permits. In addition to the monthly fee, the Operator shall collect a $25 administrative fee for the establishment of each new monthly account. Records for the administrative fee shall be maintained for twelve months after the account has been closed. Should the cardholder return with his/her previously assigned card key within that twelve-month period, no additional administrative fee shall be charged. The Operator shall charge a $15 replacement fee for replacement of a lost card key. The Operator shall identify administrative fees and fees collected for replacement card keys separately on the daily reports and in other records and accounts and shall include the fees collected in the daily receipts. 15 25D-45 H. Unauthorized Activities. The Operator shall not engage in nor permit any of its officers, agents, employees, or representatives to engage in the sale of supplies, products, or services of any kind, except those authorized by this Agreement, at retail or wholesale, on or from the Parking Facilities, nor install, maintain or operate or permit the installation, maintenance or operation on the Parking Facilities of any vending machine or device designed to dispense or sell food beverages, tobacco products or merchandise of any kind whether or not included in the foregoing categories. 1. Daily Inspection. The Operator shall inspect the Parking Facilities described in this Agreement on a daily basis to determine if any inherently or potentially dangerous conditions or defects exist, said inspection to include, but not be limited to, the following: • Abnormal accumulations of grease or oil on the pavement • Pot holes • Dangerous grade changes • Broken glass • Broken tire guards • Protruding pipes Leaking gas tanks • Broken or burned out lighting fixtures • Graffiti • Conditions likely to cause a pedestrian to trip or fall • Hazards to tires, and other unsafe conditions The results of each daily inspection shall be recorded in a written report and maintained by Operator. Operator shall notify Contract Administrator immediately of any hazardous conditions or defects. if the Operator defaults in the performance of any covenant, condition, or agreement contained in this clause, and such default is not corrected within twenty-four (24) hours after the Operator receives written notice from the City, the City may impose a penalty as set forth in the Liquidated Damages term (Section 28) hereof, for each day the Operator remains in default, or the City may terminate this Agreement and take over possession and operation of the Parking Facilities in accordance with the provisions of Section 27 ("Termination By City") herein. 13. HAZARDOUS MATERIALS 13.1. Prohibited. The use and storage of Hazardous Materials by the Operator in the Parking Facilities is prohibited except as necessary to perform the services required under this Operating Agreement. To the extent the Operator must use Hazardous Materials to perform the services required under this Operating Agreement, the Operator shall comply with the following conditions: 16 2501-46 a. The Operator shall comply with all Federal, State and local laws and regulations regarding the use, storage and disposal for such Hazardous Materials. b. The Operator shall be solely responsible for obtaining all permits necessary to use, store, or dispose of the Hazardous Materials it uses. c. The Operator shall take all necessary precautions to prevent any Hazardous Materials it uses from entering into any storm or sewage drain system, or into the air or groundwater or from being released on the Parking Facilities. d. The Operator shall be solely and fully responsible for the release of ally Hazardous Material that it uses. The Operator shall timely comply with all requirements of all appropriate governmental agencies and authorities in its investigation, remediation and clean up of any release of a Hazardous Material. If the Operator does not promptly commence and diligently pursue the remediation and clean up any release of such Hazardous Material, the City, in its discretion, may pay, to have the release remediated and cleaned up, and the Operator shall reimburse the City within fifteen (15) business days of City's demand for payment. The failure to commence remediation and clean-up and to provide City with a schedule for diligent completion of the remediation within sixty (60) days after discovery of such release, or danger of release, of such Hazardous Material shall constitute prima facie evidence of failure to promptly commence remediation. c. The Operator agrees to defend, indemnify and hold harmless the City, its trustees, officers. officials and employees from any and all losses, claims, actions cots, expenses, judgments, subrogation or other damages resulting from injury to any person or damage to property, including, without limitation, the cost of any cleanup and remediation of Hazardous Materials, which the City may sustain as a result of the presence, use, storage or cleanup of Hazardous Materials in the Parking Facilities that are attributable in any manner to the Operator. The obligations set forth in this Section shall survive the expiration or earlier termination of this Operating Agreement. 13.2. Reporting Obligation. Upon becoming aware of any release of a Hazardous Material in a Parking Facility, the Operator shall immediately report such release to the City and to any other appropriate public agency. The Operator shall immediately report the release of any Hazardous Material to the City even where the quantities released would not be otherwise reportable to another public entity. This reporting obligation exists with regard to any release to Hazardous Material within a Parking Facility and is not limited to releases of those Hazardous Materials used by the Operator. 14. DAMAGE BY OPERATION If Operator, its agents or employees, causes any injury, damage or loss at any Parking Facility, Operator shall repair, at its sole cost and expense, such injury, damage 17 25D-47 or loss at City's direction and upon City's prior approval. City reserves the right to perform such repairs, and bill Operator for such costs and deduct such costs from any compensation then due and owing to the Operator. The rights of City set forth in this Section are in addition to, and do not in any manner limit, any right of City to be indemnified by Operator for any such injury, damage or loss. 15. IMPROVEMENTS AND ALTERATIONS No structures, improvements, or facilities shall be constructed, erected, altered. or made within the Premises without the City's prior written consent. At all times during the term of this Agreement, City shall have the right to enter the Premises for the purpose of revising the automobile parking spaces; changing or rearranging the entrances and exits; using temporarily or permanently such portions thereof as are necessary for construction of improvements, and/or repairs thereto; or for the installation of improvements, or other facilities necessary for the efficient operation and maintenance of the Premises. 16. CONDITIONS GOVERNING IMPROVEMENTS AND ALTERATIONS a. No facilities shall be installed or maintained. or alternations or additions made in, to, or upon the Parking Facilities by the Operator without the prior written consent of the Contract Administrator, and all such work shall be completed in accordance with plans approved and conditions imposed by the Contract Administrator. Upon completion of said facilities, the Operator shall furnish to the Contract Administrator, at no charge two complete sets of as built drawings and detailed costs of the facilities constructed and installed. b. All facilities, alterations, or additions constructed by the Operator within the Parking Facilities, including the plans and specifications therefore, shall conform in all respects to the applicable statutes, ordinances, building codes, rules, and regulations of the City and such other authorities, as may have jurisdiction. The City's approval given as provided shall not constitute a representation or warranty of such conformity, and conformance shall remain the Operator's responsibility. The Operator shall procure all permits necessary for such construction. The cost of all permits and construction by the Operator shall be at the Operator's sole cost and expense. 17. MECHANICS LIENS OR STOP NOTICES The Operator shall at all times defend, indemnify and hold harmless the City, its officers. employees and agents against all claims, losses, demands, damages, cost, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the Parking Facilities. and from the cost of defending against such claims, including attorney fees and costs. In the event a lien or stop-notice is imposed upon the Parking Facilities as a result of such construction, repair, alteration, or installation, the Operator shall either: 18 25D-48 A. Record a valid Release of Lien, or B. Procure and record a bond in accordance with Section 3143 of the Civil Code, which frees the Parking Facilities from the claim of the lien of stop- notice and from any action brought to foreclose the lien. If the Operator fails to accomplish either of the two optional actions above within fifteen (15) days after the filing of such a lien or stop-notice, the Agreement shall be in default and shall be subject to immediate termination. 18. REMOVAL AND RESTORATION Subject to the provisions of Section 30 ("Title To Improvements"), upon termination of this Agreement, the Operator shall redeliver possession of the Parking Facilities and equipment to the City in substantially the same condition that existed immediately prior to the Operator's entry thereon, reasonable wear and tear, damage by the elements, earthquakes, acts of God, war and any act of war, excepted. 19. MAJOR REPAIRS AND DAMAGES A. City shall be responsible for any major repairs, surfacing, and resurfacing of the Premises. B. In the event of damage or destruction of any of the Parking Facilities, which are a part of the Premises, which. in the opinion of City, makes the continued operation of such garage uneconomical, City may terminate this Agreement as to such Facility. 20. OPERATOR IS SOLE EMPLOYER - DUTY TO INFORM Operator agrees to notify each employee of the Operator prior to the time such employee begins to work at the Parking Facilities, and all unions or bargaining units representing such employees, 1) that the Operator is the only employing agency and employer, 2) that the City of Santa Ana is not an employer with regard to the parking operation, but rather is a contractor hiring the Operator to operate the Parking Facilities in accordance with the terms of this Agreement, and 3) that continued employment in connection with operation of the Parking Facilities cannot be expected beyond the term of this Agreement. Operator agrees to inform each employee in writing of the above and to obtain a signed acknowledgement by the employee of such notification. 21. OPERATING MANUAL a. The Operator shall be responsible for developing written procedures based 19 25D-49 upon administrative guidelines, procedures and directions promulgated by the City relating to the management, operation and maintenance of the Parking Facilities. All such guidelines, procedures and directions shall be consistent with the terms and conditions of this Agreement. Operator shall maintain a current Standard Operating Procedures Manual (SOP Manual) specifying the operating procedures to be followed by the Operator for operating within each of the Parking Facilities. b. Within thirty (30) days after award of this Agreement, a copy of the written procedures for operations, management, maintenance, cash handling and auditing procedures for each Parking Facility shall be submitted to the Contract Administrator for review and approval. Thereafter the Operator shall make necessary revisions on an as- needed basis, but at least on an annual basis and no later than January 31 of each year, submitted to and approved, in writing by the Contract Administrator shall approve any subsequent changes or revisions in writing. The SOP Manual shall be kept up to date at all times and pertinent parts shall be provided and explained to each of the Operator's employees. 22. ASSIGNABILITY The parties agree that the expertise and experience of Operator are material considerations for this Agreement. Operator may not assign the performance of any obligation or interest under this Agreement without the prior written consent of City. Any attempt by Operator to assign this Agreement in violation of this Section will be voidable at City's sole option. If the Operator hereunder is a corporation or an unincorporated association or partnership, the transfer of any stock or interest in said corporation, association, or partnership in the aggregate exceeding twenty-five percent (25%) shall be deemed an assignment within the meaning of this clause. 23. NOTICES All notices and other communications required or permitted to be given under this Agreement must be in writing and must be personally served, or mailed, postage prepaid via U.S. mail, or sent via courier service, addressed to the respective parties as follows: To Ci : To Operator: City of Santa Ana Community Development Agency P.O. Box 1988, M-25 Santa Ana, CA 92702 Attn: Contract Administrator Notice will be effective on the date personally delivered or if sent by courier service, on the date of receipt. If mailed, notice will be effective three (3) days after 20 25D-50 deposit in the mail. The parties may change their respective addresses in accordance with the provisions of this Section. 24. NONDISCRIMINATION During the performance of this Agreement, the Operator agrees as follows: A. Operator will not discriminate against any employee or applicant for employment because of race, color, religion, sex, disability, or national origin. Operator will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, disability, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment of compensation: and selection of training, including apprenticeship. The Operator agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. B. Operator will, in all solicitation or advertisements for employees placed by or on behalf of the City, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, disability, or national origin. 25. RESTRICTIONS AND REGULATIONS This Agreement, including the Parking Facilities and the operations thereof by the Operator, shall be subject to: A. Any and all applicable rules, regulations, order and restrictions that are now in force, or which the City may hereafter adopt. B. Any and all orders, directions or conditions issued, given or imposed by the Contract Administrator with respect to the use of the roadways, driveways. curbs, sidewalks or parking areas, and public areas adjacent to the Parking Facilities. C. Any and all applicable laws, ordinances, statutes, rules, regulations or orders of any governmental authority lawfully exercising authority over the Operator's business hereunder. The City shall not be liable to the Operator for any damage to, or for any diminution or deprivation of the Operator's rights hereunder on account of the exercise of any such authority as in this clause provided, nor shall the Operator be entitled to terminate the whole or any portion of this Agreement by reason thereof 21 25D-51 unless the exercise of such authority shall so interfere with the Operator's operation of the Parking Facilities in the exercise of its rights under this Agreement as to constitute a termination in whole or in part of this Agreement by operations of law in accordance with the laws of the State of California. 26. DEFAULT A. Any material failure or delay by either party to perform any material term or provision of this Agreement, constitutes a default under this Agreement. Except as otherwise provided below, upon the occurrence of a default, the non-defaulting party may terminate this Agreement and may institute legal action to cure, correct, or remedy the default or to recover damages for the default. B. Prior to terminating this Agreement or instituting any legal action due to a default, the non-defaulting party shall give written notice of the default to the defaulting party, specifying the nature to the default. The defaulting party shall have thirty (30) days to cure, correct, or remedy the default, and if the default is cured, corrected, or remedied within such time period, the non-defaulting party shall be entitled to terminate this Agreement or institute legal action due to the default. C. Legal actions instituted due to any default must be instituted in the court located in the County of Orange, State of California. D. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 27. TERMINATION BY CITY A. Termination with Cause. In addition to any other legal or equitable rights available to the City hereunder, the City shall have the right to terminate and cancel this Agreement in its entirety and all rights ensuring there from upon five (5) days written notice if any one or more of the following events shall occur: The Operator fails to duly and punctually deposit the gross receipts and deliver the deposit receipt to the City, or fails to make any other payments required hereunder when due to the City within two (2) business days after written notice from the City of such failure to comply. 2. Failure of the Operator to maintain a quality of service satisfactory to the Contract Administrator and required by Section 12 ("Responsibilities And Requirements Of Operator") hereof, after 22 25D-52 service of a Three-Day Notice to correct the unsatisfactory condition. 3. The happening of any act, which results in the suspension or revocation of the rights, power, licenses, permits and authorities necessary for the conduct and operation of the Parking Facilities as herein authorized. 4. The transfer of the interest of the Operator under this Agreement by operation of law, or otherwise, to any other person, firm or corporation. Any substantial change in the ownership or proprietorship of the Operator, which in the opinion of the City, is not in the best interest of the City or the public. 6. Failure of the Operator to keep, perform and observe each and every other promise, covenant, condition and agreement set forth in this Agreement on its part to be kept, performed or observed within three (3) days after receipt of written notice of default there under from the City, except where fulfillment of the Operator's obligation requires activity over a period of time and the Operator shall have commenced to perform whatever may be required for fulfillment within three (3) days after receipt of such notice and continues such performance without interruption except for causes beyond its control. 7. The levy of any attachment or execution, or the appointment of any receiver, or the execution of any other process of any court of competent jurisdiction which does or as a direct consequence of such process will interfere with the Operator's occupation of the Parking Facilities and will interfere with its operations under this Agreement, and which attachment, execution, receivership, or other process of such court is not vacated, dismissed, or set aside within a period of thirty (30) days. The Operator shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws or under any other laws or statute of the United States, or of any state law, or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property. By order or decree of a court the Operator shall be adjudged bankrupt, or an order shall be made approving a petition filed by 23 25D-53 any of the creditors, or by any of the stockholders of the Operator seeking its reorganization or the readjustments of its indebtedness under the federal bankruptcy laws, or under law or statute of the United States, or any state thereof. 10. A petition under any part of the federal bankruptcy laws, or an action under any present or future solvency law or statute shall be filed against the Operator and shall not be dismissed within thirty (30) days after the filing thereof. 11. By or pursuant to, or under authority of any legislative act, resolution or rule of any order or decree of any court. governmental board, agency or officer having jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all or substantially all of the property of the Operator and such possession or control shall continue in effect for a period of thirty (30) days. 12. Cessation or deterioration of service for a period, which in the opinion of the City, materially and adversely affects operation of the public service required to be performed by the Operator under this Agreement. 13. Any lien is filed against the Parking Facilities because of any act or omission of the Operator and is not removed within thirty (30) days. 14. The Operator shall voluntarily abandon, desert, vacate or discontinue its operations of the business herein authorized in the Parking Facilities. Notwithstanding any of the foregoing provisions of this Section, the City shall have the absolute right to forthwith terminate and cancel this Agreement and take over the operation of the parking facilities within the Parking Facilities, either by itself or through another operator of its choice, if Parking Facilities should become closed by reason of the Operator being unable for any reason whatsoever, to maintain in its employ the personnel necessary to keep the Parking Facilities open for public patronage, including, but not limited to, delays caused by work stoppage. In the event that the City shall so elect to terminate this Agreement, then the City may recover from the Operator: (a) Any amount necessary to compensate the City for the detriment proximately caused by the Operator's failure to perform its obligations under this Agreement or which in the ordinary course of business would be likely to result there from, including, but not limited to, the cost of recovering possession of the Parking Facilities, including necessary repair, renovation 24 25D-54 and alteration of the Parking Facilities, reasonable attorney's fees, expert witness costs, and any other reasonable costs; and (b) Any other amount, which the City may by law hereafter be permitted to recover from the Operator to compensate the City for the detriment caused by the Operator. The Operator shall construe no delay or omission of the City to exercise any right or remedy as a waiver of such right or remedy or any default hereunder. The acceptance by the City of any sums hereunder due shall not be (i) a waiver of any preceding beach or default by the Operator of any provision thereof, other than the failure of the Operator to pay the particular sum accepted, regardless of the City's knowledge of such preceding beach or default at the time of acceptance of such sum, or (ii) waiver of the City's right to exercise any remedy available to the City by virtue of such breach or default. No act or thing done by the City or the City's agents during the term of this Agreement shall be deemed an acceptance of the surrender of the Parking Facilities, and no agreement to accept a surrender shall be valid unless in writing and signed by the City. B. Termination Tf'ithout Cause. The City reserves the right, at any time during the term of this Agreement. at the sole discretion of the City, to terminate this Agreement without cause; provided, however, that if any such termination is to be effected, the City shall give the Operator written notice thereof not less than one hundred twenty (120) days prior to the effective date of such termination. C. Consequences of Termination. In the event of termination, Operator shall deliver to City copies of all reports, documents. City-owned equipment and materials within ten (10) days after termination. Upon receipt thereof, City shall pay Operator for all services performed and reimbursable expenses incurred to the date of termination. 28. LIQUIDATED DAMAGES THE PARTIES HERETO AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMEMLY DIFFICULT TO DETERMINE THE ACTUAL DAMAGE TO THE CITY IF OPERATOR WERE TO TERMINATE THIS AGREEMENT PRIOR TO EXPIRATION OR OTHERWISE BREACH. IN ADDITION TO THE SERVICES PROVIDED, CITY EXPECTS TO RECEIVE OTHER BENEFIT FROM OPERATOR'S SERVICES. THE PARTIES MUTUALLY AGREE THAT THE TERMS SET FORTH IN THIS SECTION ARE ACCEPTABLE TO EACH PARTY AND ARE A REASONABLE ESTIMATE OF CITY'S LOSS IF OPERATOR FAILS TO COMPLETE SERVICES IN ACCORDANCE WITH THE SCHEDULE OF PERFORMANCE. BY SIGNING THIS BELOW, CITY AND OPERATOR ACKNOWLEDGE THAT THE INCENTIVE AMOUNTS SET FORTH BELOW HAVE BEEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF CITY'S DAMAGES. 25 25D-55 "CITY" By: By: "OPERATOR" a. Failure to make daily deposits of all receipts, for each day, or portion thereof, that deposit is delayed beyond the deposit deadline. (The only exception shall be for Acts of God, such as earthquakes, in which delay is beyond the Operator's control.) One Hundred Dollars ($100) a day for each failure to perform. b. Failure to deliver, on time, required items such as reports, schedules, manuals, budgets or other materials as specified in the Operating Agreement. Twenty- five dollars ($25) per item or set of materials. C. Failure to have revenue control tickets available and installed and each and every ticket-dispensing machine. Fifty dollars ($50) per failure. d. Failure to maintain accurate monthly parking records, including monthly parking applications, accurate access log, notification to the City of delinquent accounts, and maintenance of activation/deactivation of monthly access. The current applicable monthly rate per record or access occurrence. e. Failure to properly notify the City of any unpaid individual monthly permit account or event parking pass. The current applicable monthly rate for each month that the unpaid individual monthly permit remains active after the seventh day (7) of each month or the maximum daily parking rate for each unpaid event parking pass that was created and used at a Parking Facility. f. Failure to follow the Routine Maintenance and Minor Repair requirements in any part. Twenty-five dollars ($25) per occurrence. g. Failure to maintain revenue control equipment to ensure accuracy and Consistency of operations or failure to schedule or follow up on the repair of revenue control equipment malfunctions within twenty-four (24) hours of occurrence. One hundred dollars ($100) per occurrence per day. Notification of Failure to Perform Upon determining the existence of a breach under a-g above, the Contract Administrator shall issue a written notice to Operator of the occurrence of such breach and the City's claim for liquidated damages. a. The notice of breach shall become final unless the City receives from Operator not later than ten (10) business days after the date of the notice of breach, a written statement from Operator, accompanied by evidence, that the breach did not occur. If such written statement and evidence is not received by the City 26 25D-56 Manager within ten (10) business days of the date of the notice of breach, the Contract Administrator's determination shall be final. Operator agrees that the Contract Administrator shall deduct the amount of such liquidated damages from the next monthly payment due to Operator. b. If the Operator contests the imposition of a liquidated damage, the Contract Administrator shall review Operator's written statement and evidence as soon as reasonably possible, and render a decision sustaining or reversing the determination that a breach occurred and the claim for liquidated damages. Contract Administrator shall deliver to Operator a written notice of such decision no later than ten (10) business days after receipt of Operator's written statement and evidence. 29. TRANSITION OF OPERATION AND MANAGEMENT Upon the expiration of this Operating Agreement or its earlier termination, the Operator agrees to cooperate fully with the City in the smooth and businesslike transition of the management and operation of the Parking Facilities to a new operator. 30. TITLE TO IMPROVEMENTS Title to all equipment and improvements shall remain with the City. All signs and gate arms installed by the Operator shall immediately upon installation become the property of the City. 31. INSPECTION The City and/or its authorized representatives shall have the right at all reasonable times to inspect the Parking Facilities to determine if Operator is complying with the provisions of this Agreement. The City reserves the right. at any time, at the request of the Contract Administrator to call a conference of representatives of the City and the Operator for the purpose of making a complete inspection of the Parking Facilities and reviewing the operation, maintenance, quality of service and such other items as the City may wish to review. If evidence of discrepancies is discovered in the operational and accounting procedures being conducted at the Parking Facilities, relative to funds received and maintained, the City shall have the right to make immediate contact with the responsible employee of the Operator, at his/her workstation without any prior required notice to affected employee or the Operator. City further reserves the right to have made available for immediate inspection and review any and all materials, receipts, records and equipment relative to all revenues and the accounting for all funds maintained at the Parking Facilities. to resolve any issue at questions and provide for the integrity and security of the operations being conducted. The City reserves the right, at any time, to install surveillance equipment, both 27 25D-57 audio and visual, anywhere on the Parking Facilities to monitor operations and procedures for security purposes. No further notice of installation shall be given to the Operator. 32. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Operator, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Operator. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Operator nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 33. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Operator shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency. or instrumentality exercising jurisdiction over the City, including all applicable federal. state, and local occupation, safety and health laws. rules, regulations and standards, applicable state and labor standards. prevailing wage requirements, the City zoning and development standards, City permits and approvals. building, plumbing, mechanical and electrical codes, as they map apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements. including, without limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq.. and the Unruh Civil Rights Act, Civil Code § 51 et seq. 34. MISCELLANEOUS A. Survival of Provisions. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable. B.. This Agreement binds an inures the benefit of the parties and their respective successors. C. Time of the Essence. Time is of the essence regarding this Agreement. D. Agreement Organization. The various heading and numbers herein, the 28 25D-58 grouping of provisions of this Agreement into separate clauses and paragraphs, and the organization hereof, are for the purpose of convenience only, and shall not be considered otherwise. E. Inspection. City or its authorized representative shall have the right at all times to inspect the Premises to determine if the provisions of this Agreement are being complied with. F. Conflict of Interest. Operator shall avoid all conflict of interest or the appearance of conflict of interest in performance of this Agreement. G. Successors in Interest. Unless otherwise provided in this Agreement, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successor, executors, administrators, and assigns of all the parties hereto, all of whom shall be jointly and severely liable hereunder. G. Partial Invalidity. If any tern, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. H. Waiver of Rights. The failure of City or Operator to insist upon strict performance of any of the terms, covenants or conditions of this agreement shall not be deemed a waiver of any right or remedy that City or Operator may have and shall not be deemed a waiver of the right of the Agreement thereafter. L Governing Law. This Agreement must be construed, and its performance enforced, under California law. J. No Property Interest. Operator agrees that this Operating Agreement shall not be construed as granting any right of possession, estate, title or interest in the Parking Facilities. Operator agrees that this Operating Agreement shall not impair the City, its agents, or employees from entering the Parking Facilities at any time. K. Drug Free Workplace. Operator certifies that it has established the following drug-free workplace policy: 1. The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace for any employee. 2. The employees of Operator will be required to: a) Abide by the terms above in statement 1. b) Notify appropriate officials of the City of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction. 29 25D-59 c) Within 30 days of receiving such notice, appropriate personnel action will be taken by Operator against such employee, up to and including termination. 35. ATTACHMENTS TO AGREEMENT This Agreement includes the following, which are attached hereto and made a part hereof: Exhibit A - Parking Facilities Location Map Exhibit B - Operator's Proposal Exhibit C - Parking Maintenance Schedule Exhibit D - Additional Insured Endorsement 30 25D-60 IN WITNESS WHEREOF, the parties have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA Paul Walters City Manager APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney 31 OPERATOR By: Name: Title: 25D-61 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES EXHIBIT A-4 PARKING FACILITIES MAINTENANCE 1 I I Semi- - ....-. --- Dail Weekly ............... ._ ..__. Monthly Quarterly Annum - Annuals - 1. CLEANING - - - -- ---- - - - -- ------ - - - ----- ¦ Hand Sweeping - localized • ..._.... _ ......... .................... .......... -.... .. . ......... .._....... ...... ........... _....... _......._.._...._.__............. _....... -- -------- - - - ---- -- - - _---- -- - ¦ ------ ------- --- Machine Sweeping - all areas Hand sweep as necessar ¦ -- - Expansion Joints ---- ---- ---- ------- -- - ------ ..._.. .... .......... ...... _...... ... ...... ..... ......... -........._..... -..... ¦ . Empty Trash Cans . . . -- -- - --- • ......... ...... ........_..._._.... ....... .................. ............... - ----------- - ----------- _. -_.. ¦ ._ . ..--- -- - - - - Restrooms - floors, fixtures ' ¦ Cashier Booths . - floors, equipment ..... ._...... -... ................ ....... _............... ..... __..... - windows ; ¦ Elevators ? - floors, doors, tracks • i s - glass, walls • - _ Stairs -- ----- - ........ ..._._-._..__.._ ....__. _ -._..... --....._.__.._. -? - handrails, trash - floors --_ fi • .......... _......... ..._......__.. ......._.._.__.....___....._._... ' ! - windows Lobby, Office J __• . . - 3 ------------ -----__- _ -floors - windows - lobby walls • ..... ......... ........... _..... --.. ._.. ....... ..... _........ ..... ..... _........ _........ _ ... ....... ......._.. .. i - - - ----------------------- --- ----------------------- Parking Floors ! excess oil • ' _ _' - steam clean entire facility __- ------- - steam clean stairwells, lobby areas, entrance, exit lanes --- ._........_._...._-.. ................... _...... ..._...._._._... • ------ or as --- ------ ----- ---- needed ¦ ° Parking Control Equipment - dusting • ....................... _....__ -- - wax exterior housings 2. DOORS AND HARDWARE ! ¦ Doors close and latch properly ! • I I i - - - I .............. ..._...... __.... ......... _........ _.._......... _. ._...._._ 3. ELECTRICAL SYSTEM . - - -- -- - -- ---- - - ¦ Check light fixtures and exposed conduit City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 30 25D-62 EXHIBIT A-4 Semi- ._- .. .............. ...... ......... _........... ...... ..................... ........ .._........... ............. ....... ....__....................................... ............ Daily Weekly Monthly . . Quarterly Annually Annually 4. ELEVATORS - .......... . __......... _.._ N Check for normal operation • . Check indicators and other lights • ... ....._.. ........ ......... .__....... -- Check telephone operation • 5. LANDSCAPE 6. - Remove trash PAINTING _...__._.... ........... _...... ._._....__...._._._._............_. Check for rust spots on: ! - Parking control equipment ! ` ._............. __ ................._...` _ -_ • - Handrails • - Pipe guards _..__....---------- -- -.. -........... ...._.............. ----- • ------- - Attendant booths ; • ' Elevator doors ?- _ • I Touch Up Paint Check for appearance: , i • - signs • I - walls • _ -curbs i ! -...____..?.' ._._.:._._.... I !-_ Touch Up Paint ..... _..... _.-....... _... • ....._........ __._............... .... _ •?,? Repaint ? 7. PARKING CONTROL EQUIPMENT Check for proper operation ...._.__....._._... .._.......... _.__ .............._.._.... - ? PLUMBING/DRAINAGE SYSTEM , - . . ! Check for proper operation: 3 ! a sanitary facilities • -.. -.... ....... -- floor drains ---- - Sump pump - Fire protection system - .._._. .... ............ __....... _._.... _. ............ __..... ........- • ._....._........_.__........... ............ • - ------ --- ---- - 9. ROOFING AND WATERPROOFING ._......_._.__._.............. - Check for leaks: roofing- - --.__..._---._._... I ._._._...-._.._.._._.._-.-.- _._...._....._..._. - ------- - expansion joints ! ! I • 1 i - windows, doors and walls - floor membrane areas __ • .. -----._._._._..._... • - .._....... ... -._...__..._._._.. ._.._...._....._.- .................... - -- -------- joint sealant in floors I I • I City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 31 25D-63 10 SAFETY CHECKS __._.----....._._.. ................. _.......... _....... Handrails and guardrails • ............ __........... ....... _ Exit lights • Emergency lights • Tripping hazards • City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 32 25D-64 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES PROPOSERS STATEMENT and PROPOSAL FEE SCHEDULE EXHIBIT B Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. LINE DESCRIPTION MONTHLY FEE 1 PARKING STRUCTURE A 2 PARKING STRUCTURE B 3 PARKING STRUCTURE C 4 PARKING STRUCTURE D 5 SURFACE LOT 1 Total Monthly Fee (Add Lines 1 and 5): ADDITIONAL: Hourly fee for additional cashiers, parking attendants or other staff when required/requested. LEGAL NAME OF COMPANY PHONE AND FAX NUMBER BUSINESS ADDRESS PRINTED NAME OF AUTORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 33 25D-65 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: The City of Santa Ana, 20 Civic Center Plaza M-25, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza M-25, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective , this endorsement form as part of Policy # Issued to Name Insured Countersigned by: Authorized Representative City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 34 25D-66 EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES REFERENCES AND RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1 Customer Name: Address: Contract Amount: Contract Individual: Phone Number: Facsimile Number: Year: Description of supplies, equipment, or services provided: Reference No. 2 Customer Name: Address: Contract Amount: Contract Individual: Phone Number: Facsimile Number: Year: Description of supplies, equipment, or services provided: Reference No. 3 Customer Name: Address: Contract Amount: Contract Individual: Phone Number: Facsimile Number: Year: Description of supplies, equipment, or services provided: City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 35 25D-67 TO BE INCLUDED IN PROPOSAL EXHIBIT E CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES PROPOSAL & CONTRACT AGREEMENT PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting here on the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting her approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificates of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to enter into an Agreement and/or furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non-Discrimination by Contractors, and the Workers' Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. FIRM SIGNED AND PRINTED NAME TITLE DATE City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 36 25D-68 TO BE INCLUDED IN PROPOSAL EXHIBIT F CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor 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, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 37 25D-69 TO BE INCLUDED IN PROPOSAL EXHIBIT F noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the 8. Contractor may request that the United States enter into such litigation to protect the interests of the United States. 9. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made in the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter. FIRM SIGNED AND PRINTED NAME TITLE DATE City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 38 25D-70 TO BE INCLUDED IN PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENT REQUEST FOR PROPOSALS FOR PARKING OPERATIONS AND MANAGEMENT SERVICES NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA PROPOSAL AND CONTRACT AGREEMENT NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non-collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non-collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20 by who appeared before me. , proved to me on the basis of satisfactory evidence to be the person(s) Notary Public Signature Notary Public Seal City of Santa Ana Community Development Agency Request for Proposals for Parking Operations and Management Services Page 39 25D-71 25D-72 AMENDMENT EXTENDING NON-EXCLUSIVE OPERATING AGREEMENT FOR PUBLIC PARKING GARAGES AND SURFACE LOT STAFFING AND FIELD MANAGEMENT BETWEEN THE CITY OF SANTA ANA AND PARKING CONCEPTS, INC. THIS AMENDMENT EXTENDING NON-EXCLUSIVE OPERATING AGREEMENT is entered into on this day of 2012, by and between Parking Concepts, Inc., a Delaware corporation ("Operator") and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"). RECITALS: A. The City entered into the Non-Exclusive Operating Agreement for Public Parking Garages and Surface Lot Staffing and Field Management Between the City of Santa Ana and Parking Concepts, Inc. (Agreement #2007-253) dated December 31, 2007 ("said Agreement"), with Operator by which Operator has operated and managed the City's Parking Garages and Surface Parking Lots. B. In accordance with said Agreement, the parties exercised its three Options to said Agreement. The City issued a new Request for Proposals for a management contract for a parking operator dated , 2012. C. In accordance with the terms and conditions of said Agreement, the parties wish to extend the term for three (3) additional months while the City evaluates proposals submitted and awards a new agreement. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement, the parties hereto do hereby agree as follows: 1. Section 3 "Term of Agreement" shall be extended for an additional three (3) months to April 1, 2013. 2. Section 4 "Compensation" shall remain with the compensation of $2,600.00 per month. Total compensation under the extended term of the Agreement shall not exceed $7,800.00. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. EXHIBIT 2 25D-73 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Extend the term the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney CITY OF SANTA ANA Paul Walters City Manager PARKING CONCEPTS, INC. Robert Hingle Vice President Tax ID# EXHIBIT 2 25D-74