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2010-41RESOLUTION NO. 2010-41 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED AGREEMENT FOR VALET/PARKING MANAGEMENT SERVICES WITH THE FIRM OF DOUBLE PARK, LLC.; AGREEING TO THE NEGOTIATED SCOPE OF SERVICES AND FEES CONTAINED IN SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Manager is hereby authorized to execute the attached agreement for professional services by and between the City and Double Park, LLC. and whereby the City agrees to the negotiated scope of services and fees as contained in the attached Agreement. Section 2. This Resolution shall become effective immediately upon its adoption. The foregoing resolution was offered by Commissioner Diamond, who moved its adoption. The motion was seconded by Commissioner Joel, and upon being put to a vote, the vote was as follows: Commissioner Zev Auerbach yes Commissioner Bob Diamond yes Commissioner Teri Holzberg yes Commissioner Billy Joel yes Commissioner Luz Urbaez-Weinberg yes Vice Mayor Michael Stern yes Mayor Susan Gottlieb yes Resolution No. 2010- ~f J Page 2 PASSED AND ADOPTED this 6th day of July, 2010. ,ar~~ e SAN GOTTLIEB, MAYOR A TY CLE MMC APPROVED AS TO LEGAL SUFFICIE CY: CITY ATTORNEY AGREEMENT BETWEEN THE CITY OF AVENTURA AND DOUBLE PARK, LLC FOR VALET/PARKING MANAGEMENT SERVICES THIS AGREEMENT is entered into this 6th day of July, 2010 between the City of Aventura, a Florida municipal corporation, (CITY), and Double Park LLC, (CONTRACTOR). WHEREAS, the CITY desires to retain the professional services of CONTRACTOR to provide valet/parking management services; and WHEREAS, the CONTRACTOR desires to provide valet/parking management services to the CITY and its residents. ARTICLE I SCOPE OF SERVICES The CONTRACTOR agrees to: 1.1 Provide valet/parking management services for the City of Aventura Arts and Cultural Center (AACC), and all other events as requested by the CITY, in accordance with the conditions and specifications as set forth in RFP # 10-4-09-2 (attached hereto as Exhibit "A"). 1.2 Be solely responsible, at CONTRACTOR's sole expense, for providing and paying for all employees related to the valet/parking operation as required by the CITY. 1.3 Be solely responsible for securing the services of and compensating assistants or other personnel, as may be required, to perform the parking services safely and adequately. CONTRACTOR shall also advise the Aventura Arts and Cultural Center General Manager (General Manager), in writing of personnel schedules to which the General Manager may recommend changes. 1.4 Provide all scheduling and other items and programs necessary to provide services as defined in the RFP. CITY shall approve all uniforms prior to issuance. 1.5 Be responsible for compliance with the approved policies, procedures, and rules for all AACC and other CITY events. The CITY reserves the right to enact other policies, if necessary, at its sole discretion. 1.6 The CITY reserves the right to require CONTRATOR to suspend, bar, or expel any employee of CONTRACTOR, for any reason, at its sole discretion, without recourse from the subject person or the CONTRACTOR. 1 ~ y,~ .---' ARTICLE 2 PARKING FEES ,LABOR CHARGES, AND PAYMENTS 2.1 The CONTRACTOR shall be compensated from parking fees collected at the events. All fees shall be approved by the City Manager, and CONTRACTOR shall not alter existing fees, or introduce any new fees without the written approval of the City Manager. 2.2 CONTRACTOR shall not charge any person or entity for any other services not contained in the Agreement unless agreed upon by the CITY. 2.3 CONTRACTOR shall keep all books and records in accordance with standard accounting procedures, and shall make them available to the CITY for inspection and audit at all times. 2.4 CONTRACTOR shall provide all tools, signs, and other equipment necessary for valet/parking management services at its sole cost. 2.5 The CITY authorizes the CONTRACTOR to collect a parking fee of Ten Dollars ($10.00) per vehicle from all patrons that choose to use valet parking services for AACC programs and events which are served by CONTRACTOR. 2.6 From the parking fees collected at the events serviced by CONTRACTOR, the CITY agrees to pay the CONTRACTOR a standard labor rate of Twelve Dollars and Sixty Five Cents ($12.65) per hour for all man hours provided for AACC parking events. The staffing schedule shall be approved by the General Manager prior to the parking event. 2.7 The CONTRACTOR shall pay the CITY seventy five percent (75%) of all gross revenues less the labor charges as defined in 2.6 for each event. Payments with all supporting documentation shall be due and payable by the tenth of each month for revenues derived from the previous month 2.8 CONTRACTOR shall provide a monthly ticket audit and a recap of revenues collected with each payment to the CITY. ARTICLE 3 TERM OF AGREEMENT 3.1 The term of this Agreement shall be for two (2) years. In addition, the CITY reserves the right to extend this Agreement for one additional two (2) year term, providing both parties agree, that all the terms, conditions and specifications (except for the fees as contained in Article 2, which shall be negotiated in faith) remain the same and the extension is approved by the City Manager; provided the CONTRACTOR notifies the CITY of their intent to renew not less than sixty days prior to the end of term of the Agreement. 2 .. 3.2 Notwithstanding any contrary language contained herein, the CITY reserves the right to terminate this Agreement for cause with ten (10) days written notice to the CONTRACTOR; or with thirty (30) days written notice without cause, in the City's sole discretion. In the event of termination by the CITY, the CONTRACTOR shall not be entitled to any compensation other than that earned prior to and during the notice period. CONTRACTOR may terminate this Agreement, at its sole discretion, by giving sixty (60) calendar days written notice to the CITY. ARTICLE 4 INDEPENDENT CONTRACTOR CONTRACTOR has control over the means and methods by which it performs the services. CONTRACTOR, its employees and agents shall be deemed independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits generally afforded CITY employees; further, CONTRACTOR, its employees and agents shall not be deemed entitled to the CITY'S worker's compensation, insurance benefits or similar laws. ARTICLE 5 INSURANCE INSURANCE REQUIREMENTS Such policy or policies shall be without any deductible amount unless otherwise noted in this Agreement and shall be issued by approved companies authorized to do business in the State of Florida, and having agents upon whom service of process may be made in Miami-Dade County, Florida. The CONTRACTOR shall pay all deductible amounts, if any. The CONTRACTOR shall specifically protect the CITY and shall name the "City of Aventura" and its officers, agents and employees as an additional insured under the Business Automobile Policy, Commercial Liability Policy as well as on any Excess Liability Policy coverage. The official title of the certificate holder is the "City of Aventura." This official title shall be used in all insurance documentation. The CONTRACTOR shall purchase and maintain, in full force and effect for the life of the contract, at CONTRACTOR's sole expense, the following insurance policies: A business automobile policy (including automobile liability, garage keepers, and garage liability) which covers any vehicles used in connection with this agreement, regardless of whether the vehicle is owned, rented, hired or borrowed by the CONTRACTOR. Minimum limits for bodily/property damage liability shall be One Million Dollars ($1,000,000) per occurrence. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive 3 ~_ endorsements, as filed by the Insurance Services Office, and must include: Owned Vehicles, if applicable. Hired and Non-Owned Vehicles, if applicable. Employers' Non-Ownership, if applicable. 2. A Comprehensive general liability policy shall be provided which shall contain minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) combined single limit for bodily injury liability and property damage liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Premises and/or operations. Independent contractors. Products and/or Completed Operations for contracts. Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 3. A workers' compensation and employer's liability policy which covers all of the CONTRACTOR's employees to be engaged in work on this contract as specified by and in accordance with Chapter 440, Florida Statutes, as may be amended from time to time, the "Workers' Compensation Law" of the State of Florida, and all applicable federal laws. In addition, the policy(ies) must include: Employers' Liability with a limit of One Hundred Thousand Dollars ($100,000) each accident. The CONTRACTOR acknowledges that the CITY will not be held responsible for Workers' Compensation or medical care for any/all of the CONTRACTOR's employees. 4 4. A crime policy or fidelity bond covering, among other things: theft, employee dishonesty, or embezzlement. The policy or bond shall have minimum limits of Five Hundred Thousand Dollars ($500,000.00) per occurrence. 5. A garage keepers liability policy with a limit of One Million Dollars ($1,000,000), with no limit on the value that will be paid for damage to any one car. The City of Aventura shall be named as additional insured on policies listed as 1- 5 of the CONTRACTOR's above required policies of insurance except for the Workers' Compensation insurance. The form and types of coverage and sufficiency of insurer shall be subject to approval of the City Manager. The CONTRACTOR agrees to indemnify, defend and hold harmless the City of Aventura from and against any and all claims, suits, judgments, executions, and/or liabilities as to bodily injuries and/or property damages which arise or grow out of this contract or CONTRACTORs performance or operations hereunder. The CONTRACTOR shall, in its contract with the CITY, be required to indemnify and hold harmless the CITY and its officers, agents, employees and instrumentalities from any and all liability, claims, liabilities, losses, and causes of action, including attorneys' fees and costs of defense which the CITY or its officers, employees, agents and instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind of nature arising out of, or relating to or resulting from the provision of professional valet/parking management services by the CONTRACTOR and/or its officers, employees, agents or independent Contractors. The CONTRACTOR shall be required to pay all claims and losses in connections therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the CITY, where applicable, including appellate proceedings, and shall pay all costs, judgments and attorneys' fees which may issue thereon. The CITY shall require that the CONTRACTOR expressly understands and agrees that any insurance protection required by this agreement or otherwise provided by the CONTRACTOR shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CITY and its officers, employees, agents or instrumentalities as herein provided. Copies of all policies or certificates of such insurance shall be delivered to the CITY, and said documentation shall provide for the CITY to be notified a minimum of thirty (30) days prior to any cancellation, termination, reduction or non-renewal of any required insurance policy. The CONTRACTOR shall also, upon request by the CITY, provide copies of all official receipts and endorsements as verification of CONTRACTOR's timely payment of each insurance policy premium as required by this contract. 5 (' Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of the CONTRACTOR is completed. All policies must be endorsed to provide the CITY with at least thirty (30) days' notice of expiration, cancellation, and/or restriction. If any of the insurance coverages will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration. The CITY reserves the right to review and revise any insurance requirements at the time of renewal or amendment of this Agreement, including, but not limited to, deductibles, limits, coverage, and endorsements based on insurance market conditions affecting the availability or affordability of coverage, or changes in the scope of work or specifications that affect the applicability of coverage. If the CONTRACTOR uses a subcontractor, then the CONTRACTOR shall ensure that subcontractor names the CITY as an additional insured and provides the same level and type of insurance coverage for the CITY's protection as required of the CONTRACTOR. ARTICLE 6 MISCELLANEOUS 6.1 CONTRACTOR shall, without additional expenses to CITY be responsible for obtaining any necessary licenses and for complying with any applicable federal, state, county, and municipal laws, ordinances, and regulations in connection with the performance of the services specified herein. CONTRACTOR shall take proper safety and health precautions, including the employment of needed assistance, to protect participants, the CITY, the public and property of others. CONTRACTOR shall be responsible for all services performed pursuant to this Agreement. 6.2 CONTRACTOR shall meet with the General Manager or designee, and shall attend all meetings as required. 6.3 No modification, amendment, or alteration of the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and equal dignity herewith. 6.4 This Agreement is non-transferable or assignable, and CONTRACTOR agrees not to transfer or assign the performance of services called for in the Agreement. 6.5 This Agreement sets forth the full and complete understanding of the Parties as of the effective date, and supersedes any and all negotiations, agreements, and representations made or dated prior to this Agreement. 6 IN WITNESS THEREOF, the parties hereto have made and executed this Agreement on the date above: CITY OF AVENTURA By: Eric M. Soroka, ICMA-CM City Manager ATTEST: Teresa M. Soroka, MMC City Clerk APPROVED AS TO LEGAL FORM: City Attorney CONTRACTOR BY: "-\ Double Park LLC ~ 7