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HomeMy WebLinkAbout4695 Contract Number 4695 Vendor DIAMOND PARKING SERVICES LLC Sub�ect Parking Enforcement - Harborside Department City Clerk File Class LEG 12-1 Begin Date 6/3/2008 End Date 6/30/2011 Review Date 9/1/2010 Vault Date Comments Amendment 12/10 extending term to 6/30/2011 i � I l . ! CONTRACT MODIFICATION AGREEMENT NO. 1 BETWEEN TiiE CITY OF BREMERTON AND DIAMOND PARKING SERVICES LLC DATE December 16, 2010 THIS C�NTRACT MODYFICATION AGREEMENT SPECYFICALLY AMENDS THE PARKiNG MANAGEMENT AGREEMENT - HARB �ORSIDE (the "Contract") entered mto between the Gty of Bremerton and Di ��mond Parking Services LLC on ]une 3, 2008 All prov�sions in the Contract shall remain in full force and effect except as expressiy modified by this document For valuable consideration and by mutual consent of the part�es, the modif�cations to the Contract are as follows I. Term The City and Diamond agree all provisions within the current Contract shall remain in effect until ]une 30, 2011 YI. Contractor accepts ali requirements of this Contract Modification by endorsing below Contractor further agrees that this Contract Modi�cation constitutes full and final settlement of all of the Contractor's claims for contract t�me and for all costs of any kmd including w�thout limitation, costs of delays related to any work either covered or affected by this Contract Modification, cl'aims related to on-site or home office overhead, or lost profits Th�s Contract Modification does not limit the City's nght to bnng a claim for past performance The unders�gned Contractor approves the foregoing Contract Modificat�on as to the changes, if any, in the contract pr�ce specified for each item, inciuding any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, �f any, for completion of the ent�re work due to sa�d Contract Modificat�on Th�s document w�ll become a supplement of the contract and all prov�s�ons will apply hereto It is understood that this Contract Modificat�on shall be effective when approved by the City of Bremerton The parties whose names appear below warrant that they are authorized to enter into a contract modificat�on that is b�nding on the part�es of this contract CONTRACT MODIFICATION 1 Diamond Pazlang LLC — Parku►g Enforcement Services 2010-2011 In addition, Contractor warrants that it has or wiil rnform the surety of this change, and shail take appropriate action to modify any bonds requ�red under the contract to address this change IN WITNESS WHEREOF the part�es have executed th�s Contract Mod�ficat�on on the day and year f�rst written above DIAWfOMiD PARKING LLC THE CITY OF BREMERTON t � By By Pa nt ___ Its ���� Its Mayoi DATE DATE �Z � �� � �� APPR AS TO FORM: ATTE T: � Bremerton C�ty ttorney C�ty Clerk NOTICES TO �E SEIVT TO: NOTICES TO BE SENT TO: Diamond Parking Services LLC City Clerk Attn Bob Duprie, Manager C� of Bremerton 843 6 Street, Suite #120 345 6 Street, Suite 600 Bremerton WA 98337 Bremerton, WA 98337 360) 475-8473 or (360 373-9501 (360� 473-5323 (360) 792-0093 (fax) (360) 743-5200 (fax� H 1ParkmglAgreements�Iarborside extens�on amendment 20I I doc � CONTRACT MODIFICATION 2 Diamond Parkmg LLC - Parkmg Enforcement Services 2010-2011 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4695 DIAMOND PARKING SERVICES LLC Parking Management - Harborside City Clerk LEG 12-1 06/03/2008 12/31/2010 09/01/2010 PROFESSIONAL SERVICES AGREEMENT Parking Management Agreement - Harborside The City of Bremerton ("City") and Diamond Parking Services, LLC ("Diamond"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: Diamond agrees to perform the services more specifically described in the Scope of Work, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII. G. of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Diamond further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and Diamond agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. This agreement shall remain in effect for three consecutive years through December 31,2010. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Diamond: a. Base Rate: A base management rate of Four Thousand Five Hundred Fifty Eight Dollars ($4558.00) per month which fee shall compensate Diamond Parking for all costs including, but not limited to, wages, supervision, management, insurance, payroll taxes, benefits, equipment costs, supplies, uniforms, daily and weekly routine maintenance, and cleaning and sweeping (excluding monthly street sweeper cost) associated with the performance and within the scope of services of this agreement with a three percent (3%) increase to the base management rate on the third year, beginning on January 1, 2010 unless terminated by provisions in Section IX. b. Incentive Fee: The City shall pay Diamond Parking an incentive fee equal to 2% of gross revenues over $40,000 monthly (e.g. $50,000 gross revenue, Diamond Parking will receive an incentive of $200.00). "Gross Revenue" includes, and is limited to all revenues (cash and credit card) excluding tax, received for parking levels P2 and P3 at the Harborside Parking Garage. Excluded from Gross revenue are parking time allowances (pursuant to separate agreements) for the Hampton Inn and Suites, the restaurant, and Kitsap Transit reserved parking. c. Additional Services: 1) When large functions of 200 or more at the Conference Center coincide with anticipated high demand parking days Diamond Parking with the City's approval shall provide additional parking checkers and attendants as needed at the agreed rate of $15.50 per hour. BremertonlDiamond Parking Harborside Garage Page 10f9 2) Diamond Parking at the request of the City not less than two weeks in advance, shall provide event valet parking at the rate of $22.00 per actual employee time card hour. Diamond shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the' City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. Diamond shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Diamond shall only be compensated for additional services if requested pursuant to Section I. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Diamond of its obligations under this Agreement. IV. Relationship of Parties: Diamond represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Diamond and its personnel are independent contractors and not employees of the City. Diamond and its personnel have no authority to bind the City or to control the City's employees and other contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of Diamond. Diamond will be solely and entirely responsible for its acts and for the acts of Diamond's agents, employees, representatives and sub-consultants during the performance of this Agreement. As an independent contractor, Diamond is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Diamond or its personnel. As an independent contractor, Diamond is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement, excluding taxes from gross parking revenues collected. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Diamond. BremertonlDiamond Parking Harborside Garage Page 2 of9 V. Indemnification: Diamond shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the negligent or deficient performance of the duties and obligations required under this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Diamond and the City, its officers, officials, employees, agents and volunteers, Diamond's liability hereunder shall be only to the extent of Diamond's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES DIAMOND'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Diamond shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Diamond, its agents, representatives, employees, or sub-consultants. Before beginning work on the project described in this Agreement, Diamond shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and 3. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. BremertonlDiamond Parking Harborside Garage Page 3 of9 Any payment of deductible or self insured retention shall be the sole responsibility of Diamond. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of Diamond and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. Diamond's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. Diamond's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Diamond shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Diamond shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to Diamond in connection with the services performed by Diamond under this Agreement will be safeguarded by Diamond to at least the same extent as Diamond safeguards like information relating to its own business. If such information is publicly available or is already in Diamond's possession or known to it, or is rightfully obtained by Diamond from third parties, Diamond shall bear no responsibility for its disclosure, inadvertent or otherwise. Bremerton/Diamond Parking Harborside Garage Page 4 of9 All data, documents and files created by Diamond under this Agreement may be stored at Diamond's office or storage facility in Bremerton, Washington. Diamond shall make such data, documents, and files available to the City upon its request. at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Diamond pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Work Performed at Diamond's Risk: Diamond shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub- consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Diamond's own risk, and Diamond shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. D. Place of Work: Diamond shall perform the work authorized under this Agreement in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. E. Personnel: Diamond shall be responsible for all aspects of recruitment and selection of parking enforcement personnel. a. As a condition of employment, all employees including Diamond's managers and supervisors are subject to pre-employment drug and alcohol abuse screening. Random drug and alcohol screening shall also be required throughout the term of this contract. b. Diamond shall provide all enforcement personnel with professional appearing uniforms consisting of shirts, trousers and jackets. Uniform design must be approved by the City. All personnel are to be in complete uniforms at any time they are engaged in duties. F. Entire Aqreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. Bremerton/Diamond Parking Harborside Garage Page 5 of9 H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City Clerk 345 Sixth Street, Suite 600 Bremerton, WA 98337 Diamond Address Diamond Parking Service 843 Sixth Street Bremerton, WA 98337 J. Waiver: Failure to enforce any provIsion of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Diamond shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attornevs' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assiqnment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Diamond shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by BremertonlDiamond Parking Harborside Garage Page 6 of9 the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non-performing Party does not commence correction of the failure of performance within sixty (60) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Diamond shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Riqhts Upon Termination: In the event of termination, the City shall pay for all services performed by Diamond to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within Diamond's possession pertaining to this Agreement which may be used by the City without restriction. Any such use not related to the Agreement which Diamond was contracted to perform shall be without liability or legal exposure to Diamond. CITY OF BREMERT Date: ~ DIAMOND Approved as to form: Attest: (}dd(J~ City CI k BremertonlDiamond Parking Harborside Garage Page 7 of9 Exhibit A Scope of Services January 1, 2008 1. LOT CHECKS: A. Week Days: Diamond shall check the Harborside Parking Garage and collect revenues not less than three times daily, with morning checks between 7 AM - 11 AM; afternoon checks between 11 AM - 4 PM; and evening checks between 4 PM - 9 PM. B. Weekends: Diamond shall check the site and collect revenues not less than twice daily, at lunchtime between 10 AM - 3 PM and evening between 4 PM - 9PM. C. Random Checks: Diamond shall provide the City with a monthly schedule setting forth random checks at times other than the above agreed and scheduled times. The random check times will substitute for equal number of scheduled check times. The City may, at its sole option, modify or reject any random check schedules. D. Special Events: Diamond shall meet with a representative of the Conference Center or City as needed to review and provide supplemental parking services for functions and events scheduled for the Bremerton Harborside, Kitsap Conference Center and the boardwalk. E. Hampton Inn: Every 24 hours Diamond shall inventory the number of Hampton Inn guests parked on levels 2 and 3 of the Harborside Parking Garage and collect monies at scheduled rate determined by the City and invoiced and deposited as City parking revenues. 2. COLLECTED REVENUE: All revenue collected by Diamond pursuant to this agreement belongs to and are assets of the City. Diamond may not deduct or withhold any amounts from such funds. All collected revenue shall be remitted to the City each business day or as otherwise directed by the Department of Financial Services. Diamond shall follow and comply with the requirements of the Department of Financial Services for revenue collection, deposits and reporting procedures for the revenue collected under this agreement. 3. PARKING REVENUE EQUIPMENT: Diamond, at its own expense, shall install pay boxes with options for check and scrip payments at two locations each on parking levels P2 and P3 of the Harborside Parking Garage (south elevator and east exits), or other equipments that may be agreed between the parties; said equipment shall remain in the ownership of Diamond. 4. NON CHARGED PERMITS: At the City's sole option, the City shall receive up to 35 non charge quarterly permits with Diamond Parking providing individual parking permit numbers. BremertonlDiamond Parking Harborside Garage Page 8 of9 5. MAINTENANCE: Diamond shall be responsible for maintaining the parking area in a professionally neat and clean condition and appearance. Diamond will pick up any litter within the parking structure on a daily basis. As reasonably necessary, Diamond will sweep or mop individual and/or isolated spills, and check fire extinguishers. Diamond shall report defective lights and otherwise clean and perform minor maintenance as reasonably necessary. The City shall remain responsible for any and all costs of Capital or Property Improvements, and maintenance and repairs beyond minor maintenance. Bremerton/Diamond Parking Harborside Garage Page 9 of9