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HomeMy WebLinkAboutSUPREME PARKING SERVICE 2 - 2015kNf'41G ANt li ON W' m MAY PR( A -2014 -353 Gi. FtK t)F COUNCIL VALET PARKING MANAGEMENT SERVICES AND LICENSE AGREEMENT WITH SUPREME PARKING SERVICE THIS VALET PARKING MANAGEMENT SERVICES AND LICENSE AGREEMENT ( "Agreement ") is effective as of the I" day of January, 2015, by and between the City of Santa Ana, a charter city and municipal corporation ( "City ") and Supreme Parking, Inc., a California corporation, doing business as "Supreme Parking Service ", located at 7144 Dinwiddie Street, Downey, CA 90241 ("Operator"), RECITALS A. City desires to provide, or cause a third -party contractor to provide valet parking service in the City's downtown area. B. City is the owner of a public parking lot located at 309 N. Bush Santa Ana, California (the "Property "). T'i C. City desires that a portion of the Property be used for valet parking for the general public on specific days and at specific times to support the users of businesses located within the downtown area, The specific parking spaces designated for valet parking are depicted in Exhibit A, attached hereto and incorporated herein by reference. D. Operator warrants that it possesses specialized skill and experience in providing valet parking and facilitation of traffic movement to provide such service and is willing to provide valet parking services to the City, as further defined in this Agreement. NOW, THEREFORE, in consideration of the terms and conditions of this Agreement, the parties agree as follows: AGREEMENT Location. This Agrecaicrrt pertains to the public parking lot owned by the City and located at 309 N. Bush Street, Santa Ana, California (the "Valet Lot "). The Valet Lot is shown on Exhibit A, which is attached hereto and incorporated herein. 2. Term. The Term of this Agreement shall commence on the date stated above and continue for a one (1) year period through December 31, 2015 (the "Term "). The Agreement shall have two (2) one -year options to renew, exercisable by the City Manager. Other than for the reasons enumerated in Section 10 that shall cause immediate termination of this Agreement, either party may terminate this Agreement at any time for any reason by giving thirty (30) days written notice to the other party. Grant of License. City hereby grants to Operator a revocable, non - exclusive, non- transferable License for the sole purpose of staging and parking up to 25 vehicles on the Valet Lot during the Tenn. Page I of 10 121'2114 4. Relationship of Parties. This Agreement is made solely for the purpose of authorizing Operator to manage and operate the Valet Lot at 309 N. Bush. City and Operator are not partners or joint ventures, and the services to be rendered by Operator are as an independent contractor. All personnel for the parking operation shall be employees of Operator and shall not be considered employees of City. Obligations of the Operator. a. Use. Operator shall use the Valet Lot for the sole purpose of providing valet parking services for automobiles and motorcycles. The Valet Lot shall be used for vehicle parking and related purposes, and for no other use or purpose. b. Compliance with Laws. Operator shall perform each duty and obligation imposed herein in full compliance with the Santa Ana Municipal Code, including procuring a business license from the City of Santa Ana, and other ordinances of the City, and all applicable laws of the State of California and the United States of America. C. Standard of Service and Performance. Operator agrees to provide a high standard of performance in the execution of all obligations and duties as hereinafter provided, particularly with respect to service given directly to the public utilizing the Valet Lot. The City reserves the right, through the office of the City Manager or his designee, to instruct the Operator as to the standard of performance when deemed necessary. d. Personnel. For the performance of any duties required by this Agreement, Operator shall employ, engage and retain only persons who are competent, efficient, qualified and of honest reputation. Operator shall maintain close supervision over all personnel to insure the integrity and maintenance of an honest and high standard of service to the public, as well as to insure that said persons discharge their duties in a courteous and efficient manner. In addition to parking attendants, Operator shall provide one on -site Parking Manager or Supervisor who shall monitor staff at the Valet Lot during all such hours the Valet Lot is open to patrons. C. Condition of the Valet Lot; Custodial Services. Operator accepts the Valet Lot in its "As -Is" state of repair and condition, and Operator expressly agrees that City has made no representations to Operator regarding the condition of the Valet Lot. No alterations to the Valet Lot shall be made by Operator without first obtaining City's written consent, which City may grant or withhold in City's sole and absolute discretion. Operator shall keep the Valet Lot free from any liens arising out of any work performed, materials furnished or obligations incurred by Operator, and shall indemnify City to the fullest extent provided by Paragraph 6 below in connection with any such liens. Operator shall maintain the Valet Lot in a neat, clean and safe condition during the Tern, Without limiting the generality of the foregoing sentence, Operator shall not permit any vehicles to remain in the Valet Lot overnight, nor perform any repair work to any vehicles in the Valet Lot, nor permit any Page 2 of 10 r2/2n4 patrons to perform any repair work to any vehicles in the Valet Lot. Any vehicles violating the foregoing restrictions shall be towed at Operator's expense. Operator shall not permit patrons to access the Valet Lot or vehicles parked thereon but stall instead require parking attendants to retrieve vehicles for patrons from parking spaces within the Valet Lot. Operator shall be responsible for removing any trash or debris from the Valet Lot at the conclusion of each day of the Term. Operator also agrees to promptly notify City of the need for maintenance or equipment repair that is the City's responsibility under the terms of this Agreement. Operator shall provide copies of daily maintenance performed by Operator at the Valet Lot at the City's request. Traffic Control. Operator agrees to implement any necessary traffic control plans specified or approved by the Executive Director of Public Works or designee to ensure the smooth flow of traffic in and out of the Valet Lot. g. Safekeeping of Valet Lot. During all hours of operation, and whenever Operator is performing any obligation of this Agreement at the Valet Lot, Operator shall provide for the safekeeping of the Valet Lot. During hours of operation, Operator shall promptly report any suspicious or illegal activity, or the presence of unauthorized persons to the Santa Ana Police Department. h. Payment to City; Accounting Records. In consideration for City's granting the aforesaid license, Operator shall remit to City, a License Fee of Five Hundred Dollars ($500.00) per month. Said fee shall be issued in the name of the City of Santa Ana and is due to the City on or before the 5"' day of each month. All fees, and any other monies collected at the Valet Lot by Operator shall be collected in the manner prescribed by City. 2. Operator shall maintain full and complete accounting records, in conformity with generally accepted accounting principles applied on a consistent basis, and Operator shall deliver to City a copy thereof, in such form and providing such information as the City may require within five (5) days upon written request from the City. Operator shall maintain all accounting records generated as a result of this Agreement for no less than six (6) months after the end of the Term. Si nape; Marketing /Promotional Materials. With the exception of removable signage (which may be in the form of one or more "sandwich board" signs) indicating the availability and cost of Operator's valet parking service and any directional signs in connection with the foregoing, Operator shall not be permitted to install any signage or advertising at the Valet Lot without obtaining the prior written consent of the City, which consent may be granted or withheld in the City's sole and absolute discretion. Any marketing or Page 3 of 10 12/2/14 promotional materials, activities, or other similar type of documents must be submitted and approved by the City prior to publication or dissemination to the public. Material cost to be paid for by the City. 6. Indemnification and Hold Harmless. Operator shall indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of or in any way connected with the performance of this Agreement by Operator or Operator's employees, officers, officials, agents or independent contractors, except for the sole negligence or willful misconduct of City. Insurance. Operator shall procure and maintain at its sole cost for the duration of this agreement the following insurance: a. Minimum Scope of Insurance. Coverage shall be at least as broad as: Insurance Services Office Commercial General Liability coverage ( "occurrence" form CG 0001); 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering automobile Liability, code 1 "any auto"; Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. 4. Garage Keepers Liability: $1,000,000 Minimum Limits of Insurance. Operator shall maintain policy limits of no less than: General Liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, 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. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; Worker's Compensation and Employers Liability: Worker's compensation limits as required by the labor code and employers liability limits of $1,000,000 per accident. Page 4of10 12/2/14 4. Garage Keepers Legal Liability: Minimum amount of $250,000 per Location, per occurrence, with a maximum deductible of $1,000 to provide collision and comprehensive coverage for vehicles. C. Deductibles and Self - Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its officers, officials, employees and volunteers; or operator shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions: The policies shall contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverage: a. The City, its officers, officials, employees, agents and volunteers are to be covered as Insured with respect to liability arising out of activities performed by or on behalf of Operator; products and completed operations of Operator; premises owned, occupied or used by Operator; or automobiles owned, leased, hired or borrowed by Operator. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers; b. Operator's insurance coverage shall be primary insurance as respects the City, officers, officials, employees and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of Operator's insurance and shall not contribute with it; C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers; d. Operator's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Comnensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by Operator for the City. Page 5of10 12/2/14 All Coverages: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of Insurers. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. f. Verification of Coverage: Operator shall furnish the City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the City before the commencement of the Term. The City reserves the right to require complete certified copies of all required insurance policies at any time. 8. Safety and Accidents. Operator shall comply with all laws and industrial safety standards. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Agreement, Operator shall immediately notify the City's Risk Management Office by telephone. Any reports prepared by Operator shall also be promptly submitted to the City's Risk Management Office. 9. Assignment. City has entered into this Agreement in part because of the qualifications of Operator. Accordingly, Operator shall not assign or transfer this Agreement or any of the rights or privileges herein agreed without the express written consent of City, which consent may be withheld with or without cause. 10. Termination. City reserves the right to immediately terminate this Agreement and revoke the License granted hereby in the event any one of the following circumstances occurs during the term of this Agreement: a. The failure of Operator to maintain the quality and conditions of service imposed under the terms of this Agreement, upon two (2) clays written notice to correct the condition(s) objected to; b. The failure of the Operator to keep in full force and effect at any time the policies and amounts of Insurance required in this Agreement upon five (5) days written notice to Operator to correct the condition(s); C. 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 City's parking facilities as herein authorized; d. Any substantial change in the ownership or proprietorship of Operator that, in the opinion of the City, is not in the best interest of the City or of the public; e. A petition under any part of the federal bankruptcy uptcy laws, or an action under any present or future solvency law or statute shall be filed by or against Page 6of10 13/2/14 Operator and shall not be dropped or dismissed within thirty (30) days after the filing thereof; £ Operator voluntarily discontinues its obligations under this Agreement for a period of two (2) days or more; g. Operator agrees that if this Agreement is terminated, Operator agrees to cooperate in every way possible with any succeeding Operator, so that the public shall not be inconvenienced by the change of Operators. 1 t. Operator's Duties Upon Expiration of Term. Operator agrees that if upon City's request, at expiration date of the term of thus Agreement, or at the earlier tennination thereof, Operator shall move its personnel and equipment from the Valet Lot, leaving the Valet Lot in good condition, reasonable wear and tear and acts of God excepted. The City's equipment and equipment purchased by Operator and reimbursed by the City shall be left in good working order and appearance. Operator also agrees that at the expiration date of this Agreement or at the earlier termination hereof, Operator shall provide City with current, accurate financial records pertaining to the Valet Lot. 12. Possessory Interest Tax. Pursuant to section 107.6 of the Revenue and Taxation Code, City hereby advises, and Operator recognizes and understands, that this Agreement may create a possessory interest subject to property taxation and that Operator may be subject to the payment of property taxes levied on such interest. Operator shall pay, prior to delinquency, all taxes assessed against and levied upon Operator's possessory interest, if any. 13. Miscellaneous Obligations: a. Right of City �pect. City shall have the right, at any and all reasonable times, to inspect, examine and investigate any and all operations and activities of Operator and of its officers and employees, connected or related to the operation or maintenance of the Valet Lot or to the doing of any of the actions required by Operator under this Agreement, including the unlimited right to enter the Valet Lot at any time to inspect the Valet Lot and to determine whether the Operator is complying with all its obligations under this Agreement; b. Rates; Schedules; Locations of Valet Stands. Parking rates, methods of operation, discounts and allowances, and the locations of valet parking stands shall be approved in writing by City to Operator prior to implementation; Hours of O ern ation. Operator shall offer the valet parking services contemplated by this Agreement during the following hours (the "Operating Hours ") during the Term: Thursday through Saturday from 8:00 PM to 2:00 AM. Operator may access the Valet Lot within one (1) horn prior to the start time noted above and continue to access the Valet Lot for one (1) hour after the end time noted above to complete any necessary maintenance or perform any Page 7 of 10 12/2/14 other duty required of Operator by this Agreement other than accepting patrons' vehicles. d. City's Right to Operate, In the event Operator fails to perform its obligations set forth in this Agreement, as an additional remedy and prior to taking formal action authorized in Section 10, City shall have the right to immediately assume operational control of the Valet Lot in whatever manner is necessary to continue smooth operation of the Valet Lot. This right shall include, but not be limited to, and only to the extent necessary, the right to collect parking fees from users of the Valet Lot; e. Uniforms. Operator agrees to have all parking personnel outfitted in uniforms acceptable to the City. Uniforms must be such that Valet Lot employees are readily recognizable as Valet personnel and which are easily visible at nighttime. City reserves the right to determine what identification will appear on the uniforms; Alterations /Additions. Operator shall not make any alterations, changes, or additions to the Valet Lot, or to any fixtures or equipment owned by City without first having obtained written consent of City; g. Nuisance or Waste. Operator shall not commit, permit or allow any nuisance or waste in, or damage to the Valet Lot, or permit the use of the Valet Lot for any illegal or immoral purposes. 14. Conditions and Covenants. Each covenant herein is a condition, and each condition herein is as well a covenant by the parties bound thereby, unless waived in writing by the parties hereto. 15. Fair Meaning Construction. The language of this Agreement shall be construed according to its fair meaning, and not strictly for or against either City or Operator. 16. Notices. Any action, notice or request required to be taken, given or made by City hereunder may be taken, given or made by the City Manager, or such other person or persons as he may authorize for the purpose. All notices, requests, or other papers required to be given or delivered to Operator shall be deemed to be duty and properly given or made if mailed to City, postage prepaid, addressed to: Supreme Holdings, Inc. dba Supreme Parking Set-vice 7144 Dinwiddie St, Downey, CA 90241 or personally delivered to Operator at such address, or at such other address as Operator may designate in writing to City. Page 8 of 10 12,2/14 All notices, requests, or other papers required to be given or delivered to City shall be deemed to be duty and properly given or made if mailed to City, postage prepaid addressed to: City Manager City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 or personally delivered to the City Manager at the City, or at such other address as City may designate in writing to Operator. 17. Entire Agreement. This Agreement is the entire Agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. This Agreement may be amended only by written agreement signed by both parties. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by and through their duly authorized officers and representatives as of the date first above written. ATTEST: ;D Maria D. Huizar Cleric of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney CITY OF S1 NA: David Cavazos City Manager OPERATOR Supreme Parking Service In Title: ��ry Page 9 of 10 12/2/14 EXHIBIT `A' Page 10 of l0 L2/2/L4 All...� ��)\ �® l-/ CERTIFICATE OF LIABILITY INSURANCE DATE (IdM /DD/YYYV) 5/29/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ADDL INSD IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policypes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). POLICY BOB MMrDD/YYYV PRODUCER D ZONE INSURANCE SERVICES 17208 Saticoy Street Van Nuys, CA 91406 License #:Ca license 0GO5828 CONTACT NAME. GEORGE W DIAZ HONED. EM. (818)609 -8691 rvc,nlok(818) 609 -8684 E-RAL Gdiaz @dzoneinsurance.com ADDRESS. NeuRER(9) AFFORDING DevERADR INSURERA:Western Heritage Insurance Cam 37150 INSURED Supreme Parking EACH OCCURRENCE INSURER B., State Compensa .ion Ins Fund 35076 INSURER C CLAIMS -MADE D OCCUR 7 918 De Palma INSURER D Downey, CA 90241 $ INSURER E.. RED FAR (Any one pereen) (310) 505 -0125 INSURER F. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. lNe LTR TYPE OF INSURANCE ADDL INSD SUER ME POLICY NUMBER POLICY EFF (MMIDDIVYYV POLICY BOB MMrDD/YYYV LIMITS X COMMERCIAL GENERAL LIAEILITY EACH OCCURRENCE $ 2,000 , 000 CLAIMS -MADE D OCCUR UPARAUL 10 TEN f ED PREMISES (Ee occur coca) $ RED FAR (Any one pereen) $ 5,000 A agpO814478 05/15/201405/15 /2015 PERSONAL A ADV INJURY s 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000 r 000 POLICY [::I PRO, JEC CI LOO PRODUCTS - COMP /OP AGG $ 2,000,000 $ OTHER I I AurowoBlLE UABwTV - LIM I Ea accident $ 1,000,000 _ X BODILY INJURY (Per person) $ ANYAUTO A ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ _ NON-OWNEO HIRED AUTOS AUTOS R PERTYE (Per accident) $ _ 6 UMBRELLA HAB OCCUR EACH OCCURRENCE AGGREGATE $ EXCESS LIAB CLAIMS -MADE PER RETENTION $ $ I jB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEDEXECUrrvE Mandator, le H) EXCLUDED? C (Mandatory In NHI DESCRIPTION OFdOPERATIONS below N /A' 9072632 -2013 09/21/201309/21 /2014 }i STAT UTE ER E 1. EACH ACCIDENT $ 1x000,000 E.L. DISEASE - EA EP4PLOVEE $ 1 , 000 , 000 E.L. DISEASE- POLICY LIMIT $ 1,000,000 A Garage Liability agp0814478 0571-57014-05715T2015 1,000,000 Per Vehicle /ded /1000 A Garagelceepers Legal- Liability agp081.4478 05/15/201405/15 /2015 per Lot $35,000/$250,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attache l It more apace Is required) Valet Parking operations Master Parking Operator CERTIFICATE HOLDER CANCELLATION City of Santa Ana 20 Civic Center Plaza, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana, CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. 714.647.5400 AUTHORIZED REPRESENTATIVE — T O 1988 -2013 ACORD CORPORATION. All rights reserved. ACORD25(2013/04) The ACORD name and logo are registered marks of ACORD /,/,,. rLC) ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company WESTERN HERITAGE INSURANCE COMPANY This endorsement modifies such insurance as is afforded by the provisions of Policy # agp0814401 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, 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, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 05/05/2014 this endorsement form as a part of Policy# agp0814401 Issued to 6upreme HarKing Named Insured Countersigned by k Authorized Representative