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HomeMy WebLinkAboutAttachment A - Sample AgreementAttachment A – Sample Agreement *This Sample Agreement is for illustrative purposes only. The terms contained in this Sample Agreement are subject to change, and only those terms agreed upon and contained in a fully executed Agreement are binding on City. CITY OF WATERLOO, IOWA PARKING OPERATIONS AND MANAGEMENT AGREEMENT This Parking Operations and Management Agreement (“Agreement”) is entered into this ___ day of __________, 20___, by and between the City of Waterloo, Iowa, a municipal corporation (“City”), and _________________________ (“Operator”). 1. PURPOSE. The City owns and operates a public parking system that includes on- street parking, municipal parking garages, and related equipment and infrastructure. The City desires to retain a qualified professional parking operator to manage and operate these facilities, and Operator has been selected through a competitive Request for Proposals process. 2. TERM. The initial contract term shall begin July 1, 2026 and continue for five (5) years, ending June 30, 2031. Upon expiration of the initial term, the City may, at its sole discretion, and subject to satisfactory performance and mutual written agreement, renew the Agreement for either: (a) up to two (2) additional one-year (1 year) renewal terms; or (b) one (1) additional five-year (5-year) term. If the City elects to renew for the additional five-year (5-year) term, the Agreement may thereafter be renewed for up to two (2) additional one-year (1-year) terms, subject to the City’s sole discretion, and satisfactory performance and mutual written agreement. The City reserves the right to modify the scope of services if parking facilities are added, removed, or transitioned to other ownership or operational models during the term. 3. SCOPE OF SERVICES. Operator shall provide comprehensive parking operations and management services, including but not limited to: A. Staffing and Operations - Hire, train, supervise, and manage all personnel required for parking operations. - Provide enforcement personnel for on-street and garage compliance. - Provide customer service and dispute resolution. B. Enforcement and Citation Management - Issue parking citations in accordance with City Ordinances. - Process and collect citation payments. - Coordinate with City staff and courts regarding unpaid citations. C. Garage Management - Operate and maintain all garages included in the system. - Provide cleaning, minor maintenance, and safety monitoring. - Provide optional security or 24/7 staffing for Commercial Street Garage if directed by the City. D. Revenue Collection and Financial Controls - Collect all parking revenues on behalf of the City. - Deposit funds into City-designated accounts. - Provide monthly and annual financial reports. - Maintain internal controls acceptable to the City Finance Department. E. Technology and Equipment - Maintain parking equipment and software systems. - Provide recommendations for upgrades or replacements. - Maintain data security and PCI compliance. 4. REPORTING REQUIREMENTS. Operator shall submit all required monthly reports to the City Finance Department no later than the 10th calendar day of each month for the preceding month. Required reports shall include, at minimum:  Monthly operational report  Monthly revenue report by facility with summary of all parking operations revenue  Monthly expense report with supporting invoices and documentation  Bank reconciliation  Monthly Citation Reports – Written and Paid  Monthly permit revenue summaries  Monthly Complaint logs and outcomes  Monthly Credit Card Fee reports  Monthly Reporting from App usage/fees  Monthly Reporting from Kiosk usages – collection numbers, credit card fees, etc.  Dashboard summaries (if applicable)  Executive summary of operations Operator shall submit safety and maintenance concerns to the appropriate City Department as they arise. Concerns can include but are not limited to broken fixtures, concrete cracking, potholes, etc. The Operator shall make the City aware of anything that could cause injury or damage to vehicles. Annual reports shall be submitted no later than July 31 of each year and shall include: - Annual revenue and expense report - Maintenance and capital recommendations - Staffing plan - Technology recommendations. Failure to provide required reports by the 10th of the month may result in withholding of management fee payments until all required documentation is received and approved by the City Finance Department. 5. COMPENSATION. Assuming no default(s) by Operator, the City shall pay Operator a management fee of $________ per month, payable only after receipt and approval of all required monthly reports by the City Finance Department. Operator shall provide a detailed operating budget annually to the City Finance Department by November 15th for the fiscal year starting July 1st of the following year. [Approved operating expenses shall be reimbursed by the City in accordance with City policy and only after submission of proper supporting documentation.] [Optional services, including security staffing or additional garages, shall be compensated according to the fee schedule attached as Exhibit A.] 6. ADJUSTMENT FOR SCOPE CHANGES. If parking facilities are removed from or added to the system, the management fee shall be adjusted as mutually agreed based on the scope of services. 7. PERSONNEL. All personnel employed by Operator shall be employees of Operator. Operator shall be responsible for all payroll taxes, benefits, and insurance. The City may request removal of any Operator employee assigned to the system for reasonable cause. 8. INSURANCE. The Operator shall procure and maintain, at its sole expense, the following insurance coverage throughout the term of the Agreement:  Commercial General Liability: $1,000,000 per occurrence; $2,000,000 annual aggregate. Coverage shall include bodily injury, property damage, personal injury, contractual liability, and products/completed operations.  Workers’ Compensation and Employers’ Liability: As required by the laws of the State of Iowa; Employers’ Liability: Not less than $500,000 per accident.  Professional Liability / Errors & Omissions: (Required if Operator performs enforcement, citation processing, or related professional services); Limits not less than $1,000,000 per claim. Additional Insurance Requirements: 1) The City of Waterloo, Iowa, including its elected officials, officers, employees, and agents, shall be named as Additional Insured on the Commercial General Liability and Automobile Liability policies. 2) Insurance coverage shall be primary and non-contributory with respect to any insurance maintained by the City. 3) Operator shall provide a Certificate of Insurance evidencing required coverage: (a) prior to or promptly after execution of this Agreement and then annually thereafter; (b) upon the renewal of any policy or coverage; and (c) within a reasonable amount of time upon request by the City. 4) Policies shall provide for thirty (30) days written notice to the City prior to cancellation, non-renewal, or material change in coverage. 5) All insurers shall be licensed to do business in the State of Iowa and carry a minimum A.M. Best rating of A- or better. 6) Failure to maintain required insurance shall constitute a material breach of the Agreement. 9. INDEMNIFICATION. Operator shall indemnify, defend, and hold harmless the City, its officers, employees, and agents from any claim, demand, suit, action or other proceeding of any type or nature whatsoever by any person or entity whatsoever that arises or purportedly arises out of Operator’s performance of this Agreement, except those caused by the willful misconduct of the City. 10. COMPLIANCE WITH LAWS. Operator shall comply with all federal, state, and local laws, including City ordinances and policies. 11. DEFAULT BY OPERATOR. The failure of Operator to perform or observe any term, condition, covenant, duty, or obligation under this Agreement shall constitute an event of default, including but not limited to, the failure to timely deposit citation revenues or other funds into City- designated accounts, the failure to timely and properly complete and provide reports to City, the failure to carry and maintain insurance as required under this Agreement, the violation of any applicable federal, state, or local law or regulation, insolvency or bankruptcy, and/or fraud or misconduct in the performance of the Agreement. 12. TERMINATION. The City may terminate this Agreement upon thirty (30) days written notice following the occurrence of an event of default by Operator, and City may terminate this Agreement upon ninety (90) days written notice without cause and/or for convenience. In the event of termination, Operator shall receive compensation that it is entitled to under the terms of this Agreement up to the date of termination, and City shall have no further duty, obligation, or liability to Contractor, including but not limited to, any liability for general damages, consequential damages, or lost profits. Upon termination, Operator shall cooperate fully in transitioning operations, data, equipment access, and financial records back to the City or another operator without interruption of service. 13. ENFORCEMENT; ATTORNEY’S FEES. If the City prevails in any legal action or other proceeding commenced to enforce the terms of this Agreement or to recover damages suffered as a result of a default or breach committed by Operator, then Operator shall be liable to City for the attorney’s fees and related legal costs or expenses incurred by the City. 14. DATA OWNERSHIP. All parking system data, financial records, and customer information shall remain the property of the City. 15. AUDIT RIGHTS. Upon request by the City, the City shall have the right to request and review or audit Operator’s records and data related to parking operations or this Agreement at any reasonable time. Operator shall provide City with the requested records and data within five (5) business days of the request being made. Operator shall retain all financial and operational records and data for a minimum of five (5) years. 16. Invalidity or Illegality. In the event that it is reasonably determined by legal counsel of the City, or determined by a court of competent jurisdiction, that any provision of this Agreement is unlawful, or that the process implemented to procure this Agreement were unlawful, then this Agreement shall be deemed to be void as of the date that such determination is made. In such event, the Operator shall be entitled to receive compensation that it is entitled to under the terms of this Agreement up to the date that the Agreement is rendered void, and City shall have no further duty, obligation, or liability to Contractor, including but not limited to, any liability for general damages, consequential damages, or lost profits. 17. INDEPENDENT CONTRACTOR. Operator and its agents, employees, and assigns are independent contractors and are not employees of the City. 18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Iowa. 19. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and may be modified only in writing signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OF WATERLOO, IOWA By: _________________________________________________ David Boesen, Mayor Attest: ______________________________________________ Kelley Felchle, City Clerk [OPERATOR NAME] By: _________________________________________________ Name: _____________________________________________ Title: