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HomeMy WebLinkAbout0402.095, o City of Palo Alto City Manager's Report TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: POLICE AGENDA DATE: Sepleml!er 11, 1995 CMR:402:95 SUBJECT: Attendant I'IIcking Lot • Agreemeat wkIt. N2tiona1l'Brkin1 Corpondion IUId IIe$o!utioD Amendin& the Parking Zone Map Relaled 10 Off-Street Attendant ParIdng REQlJE<iT This report ~ lIIaI. Cooncil aulhorize !be Mayo< 10 execute the attacbed agreement with Nalional Parking C<xporatioD of Mooterey. Califurni. in the amount of $62,670 for J 995-96 operaIioo of 1bc aoeodanI parldng Iol at Lot S and 10 adopt the attached Resolution amending Ihe parking zone mop for !be DownIOWII Disrrict relaled 10 !be atteOOant Jot. SpeciJkaJly. the resolution provides the City Manager ,.ilh the IU!lHJrization 10 designate up 10 IS spaces in the at!eDdanIlol for use by users of 1bc Senio< Center free 0( charge. HEfDMMFMlA.TIO...'IlS SIaff....,."meods thai Council authorize the Mayoc 10 execute the attached agreement ";tIt Nalional ParIWtg C<xporatioD in !be IJtIOUIl( of $62,670 foe 1995-96 operation of the attendant parking 10111 Lot S and adopt the al!ad>ed Resolution amending the par~ng zone map relaJed 10 !be ItIeDdanI Jot. POI.ICY IMPIJCATIONS ~ q>enIioo of !be atteOOinlIol represents !be firsllime then: will be a cost associated ";th ~ in • pol>Iic Jot. other than for pamDg permits. Users 0( the Iol will pay hourly fees thai were approved by the Cooocilas part 0( the 1995-96 Municipal Fee Schedule . • 5 I I i • ., o EXECIrmIE SlIMMARl:: On January 24, 1994, !he City Council approved the elements of !he Comprehensive Dawotowa Farldn, Plan that w .. jointly developed by !he Chamber of Commerce and City staff. One clemen! of !he plan ""as !he coovernon of La( S into an lueOOant lot foc I ooe year IriaJ period. At the end of !he rri.aI period, staff will evaluate the effectiveness of the lot lad n:IIJnL Ie C<luncil with R<:Ommeoo.tions. Council wIll recalllh.t La( S was ~bosen for Ibis IriaI due Ie its oe!1lrallocatioo within the downtown area. It io • City-<>wned su..-face 101 klcaIed in the 400 block of Bryant~. There are currently 86 parking spaces availabk in the Joe avaiIIble fOr free Iwo-bour poding. The ~ersioo 10 an attendant lot will incref.se the parlcing capability 10 125 spaces. The houn of opcra!io<I for attended parking are antidpated 10 be from 8:00 I.m. 10 6;30 p.m., Monday Ihroogh Friday, excluding bo6day •. As approved in !he 1995-96 Municipal Fee Schedule, the fee structure is .. follows: 0-2 hours, $1 2 -3 hours, $2 3 -4 hours, $4 Over 4 hours, $8 Daily Maximum. $8 Yendty Scledion Prrvz.S! Rcpreaelllatives from !he Police Department, Adrroinis!ra\i<.le Services Department, TransporIBIioo DepartmenI and City AIIorney' J Office prepared I request for proposal (RFP) fOr the ~ and opc;ntion of the attendant lot. A Jlst of 14 companies w .. compiled and UP, were sent 10 each of these potential vendors 00 May 31. 1995. Proposals were requested 10 be ".:bmitted by June 20, 1995 •• three week response time. Proposals were ~ved from three companies (Attachment A). Staff belleves that the ~DIy of !he RFP and !he requiremeDls of !he CiIy, \ogelher wilh the relatively small scale of !he q>eration. may have dillCOllraged more vendors from submitting proposals. A oommittee coosisting of I Police Lieutenant, PDIke Parking Servkes Supervisor, Assistant Police Chief, City Traffic Engineer, Supervisor of Revenue CoIleetioos and Assislanl DitecIar of Adminis!raIive Services reviewed the proposals. The proposals were raied based 011 criIcria a.ssociAted with the veodor', experience, ability 10 adequately and professionally scaff !he lot, internal control policies wilh emphasis on <:liS" handling procedure •• ability 10 comply wilh !he City', insurance requirements, Ind ability 10 maximize parking space. .. -' ;.- ,.,,;,. -> ; . ~ . ~ '. , .. ,-.'. AlIIIree ~ were seleckld foe interviews. Based upoo the informa600 00tained from 1IIc inIcMewo. 1IIc Committee determined IIW N aOOnal Parldng CorporaOOo would best meet !be Deeds oC!be City. Specifically, Nalional Parking Corporatioo was selected based upon their cull handling proceduRs, e.perieooe, cus10IIIel seJVice phiIosapIly. cost, refereDCeS and cpen!iooaI plan. 11 sbou1d be DOled that the vendor C08IS in AlIB<:runeDt A represent initial fiau=. The lI'eemcrt wilIt N IIIionaIParIdng Corpora600 represents slightly higher figures due 10 III increase in operaIionaI boors that .Iaff re<:ommeods. Sanar.Cifium .lcmm""""rion At CoullQl dirccIioo, ,Iaff met with represenlalives from the Senior Coordinaling Council (SCC) iD efforts 10 meet !he needs oC osers oC !he Senior Center. A survey was oooducte<l by tIaff at the Senior Center during 1l11U8l) 1995 10 determine !he parking needs oC!he CenIa users. Based upon the results oC the survey. the average nu mber of vehicles at /Wcr hour interval. associaled with par1icipants in Senior Cenler activities ranged from about 12 (\ale afternoon) 10 58 (betweea II a.m. - 1 p.m.). In Lol C, bebind the Senior Center, 2S par\ing spaces .'" designated for Senior Center use. ..... a result oC!he survey •• Iaff bas proposed 10 relaia Ihe 2S spac1:I iu Lol C fer Senior Center usen and recommends that IS 0{lIlC"S iD die attendarlI I<,(be allocated free of chargo for use ... oldie Seni"" Center. Staff beIie'.oea 1IWt formula, togedler with !he regular on-street spaces, disabled spaces and spaces in Lol L, aldie comer 01 Lyttoo and Bryant, will provide moce Ihlll adequate free parking for users oC!be Senior CeDter. Because oC !he COIlCenl aboul!he reac600 oC some seniocs 10 Ibese dIangea, tIaff will meet with sec representatives a month or so after impIementatioo ollhc attendant 101 10 evaluate !he impact. The attaebed re.soIu600 will allow for Scni"" Center users 10 park in the attendant 101 (up 10 IS al ODe ome) ... ,thout dlargo. FISCAl. rupACT Funds lOr Ibis BgIOCm<'IIIIt'C includood m!he FY 1995-96 Police Departmelll budget. Wbile it is cIifficuh 10 deIennine the amount 01 revenue !he City will reaIiu without actual expmeo.:e, \be YeIldoc estimates approximately $103,000 in gross receipts based 0<1 similar opetaIioos and !be City', fee schedule. The poIenrial net revenue would, dlerefore, be approximately 539,000. EN\'IBONMENTAI. AS'lES'1MFm This project is considered exempt from environmental review. , .. .'\,. , ....... . . ~ . , ,. .... A1TtlCDMF.NTS Au.chmeat A: Vendor Proposal Comparisoo AuaclImenI B: Ap:cmeat Allachmeat C: ReooIu6on Exhibit k Parldnc ZOne Mop PREPARED BY: Doll Hartne!I, Police Lleulenant 12 Lynne }obnsoo. • Police "f =-- CITY MANAGER APPROY AL: d:.,.~ (7L CL"~""'LnG. Ci:yr-"""7Cu cc Susan F...w:. Chamber oC Commerce KalIl}" Gwynn. Senioc Coordirialing Couocil . , ATTACHMENT A A'l"J'ENDA."IT WT lU'P SUBMITTAL ~ IlI!:spallY &~ Antpco System Parl:In,. San/ou Submitted Proposal $1 B,300 Boy A1't4 Parking Conv>anY. San Did Not Submit Propos.aI F"""Uco CDlifonriD Parking Inc., San Did Not Submit Proposal ~ Car Ptuk, San Franci.Jco Did Nol Submit Proposal Douglas Parki"C Co .• 0akJmId Submitted I'r<¥>saI $ 58,275 ~, Inc., Burlingatr~ Did Not Submit Proposal Fly"" Dutcluna1l Parki., Co11¥"V'Y, Did Not Submit Proposal San Francisco Fog CfLy Parl:In, C<mv>anY. Palo Did Not Submit Proposal AIIo GoIntJI pom., qf CtJlifonfitJ. San Did Not Submit Proposal Francisco Luau pom., Servic., /h/mQnt Did Nol Submit Proposal NQrionQJ pom., C<HpoI-mfOll. Submitted Proposal $ 51,129 Monterey PrqfusioMl PorIcbIg Service Valet Did Nol Submit Proposal PGrl;ing. Tlurill Seine Valet Parking Servic., San Did Not Submit Proposal Francisco W • .5f Parking System. SausaliJo Did Nol Submit Proposal XBSOWrION NO. RESOLUTION OF = COUNCIL OF TI!ll CITY OF PALO ALTO AMENDING = PARJ(IN.;; ZOIiB MAP FOR TIIR DOWNTOWN DISTRICT OF PALO ALTO. ADOPTED PURSm.Nr TO ABSOLtrI'ION NO. 7413. ULATING TO OFF·STREET AITSNDAN'l' PARXING :;, 1fHB:RBAS, pursuant to Resolution No. 74:13" adopted November 1f" 1994" the City Council approved and adopeed certain parking restrictions in the Downtown Business Oistri~ti and WHEREAS" the coun-cil c!esi res to provide an attendant parking operation at ~ ·S· and therefore desires to modify the restrictions a(iopt.ed pursuant to Resolution No. 7413" as hereinafter set forth. NOV .. THEREFOitB, the. Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The parking zone map for the Downtown District of Palo Alto" adopted pJrsuant to Resolution No. 7413 is hereby amended as follows: (a.) The City owned off-street parking Lot "S·" known as t.he Bryant-Florence lot. more particularly described on EXhibit "l!... whiCh is curren·tly designat.ed for 2-bour restricted parking. is hereby approved as paId a.ttendant parking only. between the hours of 8,00 a.m. and 6,30 p.m. Monday through Friday.. At all ~ber times ... parking shall be free and unrestrictedr {b) Notritbetanding the preceding paragraph (a). tlle City Manager shall be authorized to designate up to 15 marked spaced within Parking Lot. ·S· to :be used tor permit parking only. Such spaces shall be excluded frem the paid attendant parking. and shall be administered in accordan-ce regulations established by the City Manager. (c) The City shall charge a fee for attendant parking in Lot ·S·p in an amount or amounts established in the Municipal Fee Scbedule" as may from time to tI. .. .e be amended. (6) The City Manager shall cause signs to be erect.ed in ac~ordance with this resolution. 1 .~ S!!CTION 2. It .!>all be a parking violation to park in Lot ·S·. exce~ in accordance vith the restrictions set forth in this re$olut1OD~ when signs are posted~ S&CTIQN 3. The City Council finds that this project is categorically ex~ from the provisions of the California Bovirocmental Quality Act ('CEQA'I. in accordance with section 15301 of the CBQA Guideliaes {pertaining to existing facilities). Therefore. no environmental assessment 1. necessary .. INTROOUCBD AND PASSED, AYlIS , NOES, ABSENT, ASSTBNTIOIIIS, ATTEST, City Clerk APPI!OVBO AS TO FORM: senior Asst. City Attorney APPROVED: Mayor City ~nager Di~ector of Planning and Community Bnvironment Chief Transportation Official .Police Chief Deputy City Manage.-, Administrative Services , ~--• r _ --" () ~ POI. ,AU:IIIQ un JUDG!!XBIl'J' snnCl!S "zw ..... TIIlI CITT or PALO AL'I'O AmI D7IOOL PAU:DlG CORPORAUOIII This. Agreement for Parking Lot Management Services is entered into,-=~~~~~~~~. 1995 by and between the City of Palo Alto and National PaTking Corporatioo. 'SCtT!! " 1. The City of Palo 1Ilto owns several public off-street park1cg facilities, coe of which the City desires to oper~te as ~ attendant-operated public parking facility for the acCO!l1l1Odation and convenience of the general public and patrons of the <ie:>wntown university Avenue bus!neB~ di8tric~a 2. National farking Corporation is an operator of public and private off-street parking faciHties, and has engaged in tbe management of such facilities for the past fi\~ (S} years~ including eight (9) years as an attendant-operator of at least one parking facility containing not less than as parking .tal~ •. 3. The City haa solicited corpetitive proposals for the operation of a turnkey. a tt.endant -operated parking fact 1 i ty at the B.ryant/Floren.ee o,ff~street parking lot. facility.. and Nat.ional Parking Corporation has submitted the proposal deemed by the City to be t.he most qualified. ". The City vishes t.o award a .cont.ract to Nat.ional parking Corporation on the terms and conditions set forth herein~ NOW .. THEREFORE~ in consideration of the follOwing mutual covenants .. agreements.. te:rms~ and conditions i"provisions"}.. the parties agree: S£C1ION ]. PBFTNTTtpNS 1.1. "Agreement"' means this "Agreement for Parking Lot Managemen·t Services between the City of Palo Alto and National Parking Corpora t ion" ~ 1.2 "Anniversary Year" means a. period of twelve {12} consecutive months, whether or not all twelve moDths fall vithin the same calendar year. The Coamencement. Date rill be first day of tbe first Anniversary Year. 1..3 "'Business Day" means any calendar day except. a Socturday, Sunday. and a.ny Day '*served as a legal holiday by the City. 1.4. "City"'means t.he City of palo Alto~ a chartered city and municipal corporation Of the State of California. 1 :-;: ' .. ' • .-. I I o 1.5 "Day" means any calendar day. unless a Business Day is specified. 1.6 'Facility" means the City·owned off· street parking loe 'S. ocmno.c.1y known as the Bryant/Florence parking lot. which is loca~ed in the 400 block of Btyant Street between Vo.iversity Avenue aDd Lytton Avenue in the city of Palo Alto. aDd which will be operated to bold up to 101 parked vehicles. as outlined in Exhibit -A· . 1.' -Improvements" mean any additioo l alteration ... betterment. .. repairs .. coostruct!.oa or ~rovement to aIJy part of the liurf:ace or subt;erranean area. of the Facility. i:ccluding the landscaping, li~htin~, paving, piping, and walls nov or hereafter locat~ in .. on or about the Facility. 1.8 -LaY' means any constitution .. cto.arter ... ordinance, resolution.. statutes policy, schedule.. rule.. regulation .. administrative order .. judicial decision .. or other requirement_ of any municipal, county, state, federal or ~ber governmental agency or authority having jurisdiction over the parties or the Facility. or any part ~hereof. in effect either at the time of execution of this Agreement or at any time during the te~ hereOf. including. without Itm1tation~ any regulation or order of any officiat entity or body. 1~9 ·Off-~rating SOurs· mean those hours of t.he Day and week which are not. identified as ·Operating Hours·. 1.10 ·-operating Fee· meacs and includes the Management Peel the Accounting Fee, the SuperviSOry Fee, and the operating costs and expenses of the Operator as described in Section S. 1.11 "'Operating Hours· means the period of time from a :0,0 a.lB. to 6:00 p_IlI_ .. Pacific Time .. Monday thrwgh Friday of each weekI except-ing Saturday, Sunday. a.nd any Day Observed as a legal holiday by the City .. and any other period or periods 'Of time as may be establisp,ed by the City. 1.12 ·Operator-means Natiocal Parking Corporation. a Callfor.nia corporatiOD~ and its directors .. officers, employees~ and agents. 1~13 ·Parking Fee-means the fee .. rate l or charge which is due a.od payable to the City for the privilege of parking a vehicle {as defined in California Vehicle Code section 610) at the Facility for any length of ~ime during Operating Hours, whether or DOC ~he Parking Fees are collected by the Operator or remitted to the City. 1.1' -Person"' means an individual.. a corporation~ a limited: liability company, a general partnership I a limited partnership. a limited liability partnership, a jOint ~nture, a business trust, and any other form of busi~ess association_ o 1.1.S ·Police Chief" meL"lS the i.ndividual designaced under Section 2.0a.~lCf of the palo Alto Municipal Code to exercise fUDCtions with respect to tbe rights aoo obligations of tOe Chief ot Police. or hi. designee. .. 1.16 ·Propert.y" mea..os the employees't uniforms and the equipment OWIled or operate~ by the ~rator or its ~irecton. officers,l employees .. agents .. and represeDtatives. in coc.nection with the performance of Services hereunder. including .. without llaitatioc.. audio transmi'8s1on equipment, entrance and exit barriers, arl'Sl am gates .. barricades, cashier termir..a.ls, lane cODtrol unital fee die-plays and interfaces.. booths, tirmwar-e, mesBage·switching electronics.,. processors. ticket issuing machines, portable data en~ry terminals.. enhan~ements. upgrades, and modifications to ~~ ~ipment, written and printed materials &nd documentation pertaining to the contiguratioo.. installation .. maintenance. repair and operation of the equipment~ and computer bardvare and software which may be housed in any cODst1t-uent p81rt of the equipment. 1~17 IIS erv ices· mean the parking lot managemen~ servi.ces to be provided by the Operator at the Facility. as moce fully set forth in Section 3. EBCTIQN 2. lEiH . .2.1 This Asreement rill be binding on the part.ies on the date of its approval by the City Council CEffective Date"'}. The t:etm o.t t.his Agree:nen,t is for one (1} year coamen<::iog at. 8: 00 a.m ~ ~ pacific Time~ on November 1., 1995., or on any ~her date mut~al1y agreed to by the parties .. in writiDg t"ComnellCement Date"} .. subject t.o t.he earlier t.ermination thereo,f., unless tbe Agreement is extended in ac-corda.nce 'With the proviSions o,f secti.on 2.2. No proviSion is made for tbe automatic: extension or renewal o,f the term. 2.2 The City reserves the right to extend the teDn of this Agreement for successive periods of One (1; year each for not more chan three {31 successive terms .. cornmencing at 8 a.m . ., Pacific Time., on July 1., 1996., subject to the earlier te~inatioa of this Agreement. The City will provide the Operator with not less than sixty {GO} days· prior written ~tce of its i~tention to exercise its opeion to secure continuation of tbe Services in its present or modified torm. 2~3 The Operator acknowledges and understands that (a) ttmely commencement of the Services is of the essence and is a material coosideratioa to the.City under this Agreement and [.b} if the Operator fails to Commen~e the Services 00 the Commencement Date .. the City will be dep~ived of these essential public services~ and such failure will constitute a default by Operatcr. In the event that commencement of the Services is delayed. the City vill suffer significant economic loss as a result of eu-cb delay .. and accual damages~ which will result. viII be extremely difficult to ascertain. Therefore~ t.he City and the Operator agree that if 3 , ->. o there is a delay by the Operator, the Operator agrees to pay the City as fixed. agreed. ~ liquidated darnagss a"d not as a penalty. the sum of one hundred !ifty dollars {$l>O) per Day for each Day that the Operator falls to timely commence Services from and after the Coomnencement Date. If the City. aoting through the City Manager in her discretioc$ elects to terminate this Agreement du~ to the Operator'S sUbstantial delay in commencing the Services, the City will be entitled to enforce its rights and remedies at law or in equity~ in~loding actcal, compensatory. incidental. and consequential damages. • ~.4 Notl!ing in tbis Agreement "HI be "eemed or construed to prohibit the City from prematurely ter.minating this _Agreement for cause, or it the Facility ceases to exist .. or if the Facility ceases to be used as a parking lot or as an attendant­ operated parking lot by the City. SECTION 3. TUTION .. 3~1 During the ter.a ~f this Agreement. the Operator ~ll provide the highest level of professional, cc;..urteous. safe and efficient Servicee in a quiet and orderly manner. and not annoy. disturb. injure, barm... or offend the general public ... These Services ehall include. without limitation: issuing parking tickets; parking of vehicles; collecting Parki~g Fees; providing custodial maintenance of all areas -of the Facility, excepting those areas to be maintained by the City. furnishing reasonable assistance to Fa.cilityfs patrons .. including. vithou·t limitation .. providing traffic directions; removing accumulated trash. garbage aDd litter on a daily basis; participating in a ccxmrunity outreach/education program deViSed by the Police Chief and made known :to the Operator; and rendering ErlJch other related services as may be requested, in writing. by the Police Chiet .. 3.2 Any vehicle -which enters the Facility shall be issued a date· and time .. stamped preprinted parking ticket~ Any vehicle whiCh is left overnight or which is n~ claimed by the end of the daily Operating Hours shall be issued a ticket or citation which bears the amouD·t .of the Parking .Fee due and an envelope for the mailing of payment tOo the City.. Validation of parking tickets :may be allowed only upon approval ... in writing. by the Police Chief .. The Operi!.to~ shall ensure that there is a sufficient stOCk of sequentially-numbered parking tickets at all times. aDd that the stocking of tickets is pez-formed in accordance vith established written procedures approved by the Police: Chief~ in writing. The Operator shall not allow any vehicle to bypass the entry or exit gates to the Facility for the purpose of evading the payment of a Parking Pee. In processing vehicle entries and exits. the Operator shall use best efforts to ensure that no vehicle waits more than five (5) ~nutes in line to enter the Facility, that the average in-line vaiti:ilg tims during any hour does not exceed fi.ve (S} minuteB~ and that t.icket proceSSing time, including paymeo't, will not exceed t.wo (2) minutes. In the renderinq of Services .. the Operator will use a t.icket booth~ which will comply with the 4 -" .---"--- requirements of the Americans with Disabilities Act of 1990 j"J\DA"}. to the extent the ADA is applicable to the use of such booth. 3.) The Operator shaH charge and collect the appropriate Parking lee fram each person who uees the Facility~ provided z boweve~~ upon the implementation cf written procedures aOO a tracking system which is approved .. in advan~e, by tile Police Chief. up to ten {lOI vehicles at =y time 1N1y be permitted to park at the Facility without payment of the appropriate Parking Fee.. provided the operators of su~b vehicles demonstrate to the satisfaction of the Operator that such operators are 65 years of age .. or old:er. Such number vill be increased to fifteen (15) vehicles per Day effective 00 the Day after the Operator receives written notice from the Police Chief that coostruction of the Palo Alto Senior CitiZ"ens Center bas corrrnenced: .. until such time as the City gives written n~lce to the Operator to increase or decrease the number of such vehicles which may be allowed to park without charge. AJly waiVer of IlUch fees vill be authorized as provided in the City's MUniCipal Pee Schedule. 3.3.1 In collecting Parking Fees for the City and utilizing a computerized revenu~ control syst~ approved by the City. t.he Operator acts as the City's agent. These parking Fees~ upon their collectioc~ become the sole property of the City. 3.3.2 ~l Parking Fees which are paid in cash. or by persona1.. check~ travelers check~ or other medium of exchange acceptable to the City. shall be deposited by the Operat.or with t.he City's Di,,-1sion c,f Revenue-Collections. City Hall or with a financial institution approved by the City by noon on the following Business Day. as determined by the City. If the deposit is with a financial institution¥ the parking Fees shall be deposited in an accour~ in the name of the City ~ and the Operator shall have the right to only deposit su~h funds in the City~s account. The obligation of the Opera~or to deposit the Parking Fees into the app·ropriate depositary financial institution shall survive the expiration or earlier termination of this Agreement. 3.3.3 The Police Chief sha.ll first apprG"'~ .of any pa.rking Pee deposit arrangement~ including.. without limitation. the use of armored transportation. 3.3.1 The Operator will perform regular checks cf the parking operations~ ensuring that all vehicles are identified. all Parking Fees are .collected. and no tickets are reissued 3.' The Parking Fees sball be posted at the entrances to the Facility OQ sIgns that will be provided by tbe Operator at its expense. 3.5 The Operator shall accept only cash, checks¥ and travelers checks in payment of Parking Fees. 5 >-~~~<-: : -. ~ . " personal only the --.- " . . o meOia of payment Oen~~ted in United States currency shall be accepted. The ~rator ie expressly prohibited from returning cash to any person in any personal check transaction. All cash handling will be cocdu~ted in accordance with the Operator's cash handling poll~. "hich is 6UIl1I'arily desc,<ibeO in Exhibit'S'. 3.6 Personal cbec'ks shall be accepted in accordance with Itbe provisions Of California Government Code section 6157, as amended. The ma.ker shall provide satisfactory proof of California residence and the drawer bank shall be located in California. No personal check is~~ed by an out-ot-state resident or drawn on an out-of-state bank or ocher financial institution shall be accepted. A. personal check sl!all be accepted only it the name, address. and telephone number o,r the maker Is imprinted on the personal check. A ~id california driver's license shall cocstitute satisfactory proof of residen~e in california~ The operator shall secure the vehicle license plate number and state of iss~ance or the vehicle identification nUl!ib:er o,f t.he vehicle operated by the maker, and enter such information on the personal check~ if the addresses of the maker imprinted on ~he personal check and the drjver'S license are ~ identical. Personal checks shall ~ ~ade payable to the ·City of Palo Alto" cmly for the amount of t-be appropriate Parking Fee. Tbe OpErator sball verify all personal check transactions through 2. check verification senrice provided by the Operator bafore permittIng a ~orist to exit~ 3 ~ 7 The -operator shall accept. travelers checlc:s issued by i!. financial institution organized under the laws of a state or a territory of the United States or a foreign financial institution vDlcb i5 authocized under federal law to maintain a federal agency or a federal branch in the State of california or a licensee duly lIcensed by t.he Superintenden·t of Banks of t.he State of california~ The term: ·travelers check· shall have the meaning set forth in california Financial Code section 1852 Ij I. as amended. ThE Operator shall v~rify the similarity of the signature endorsemPDts 00 t.he t.ravelers checks. Travelers checks shall be made payable to the ·City o·f Palo-Alto" and sball be deposited by the Operator in the City~s account as described i~ Section 3.3. 3.8 The Operator shall keep and maintain at its headquarters. located at the address set f~rth in Section 16.1, the accounting books and records dedicated to its Services in accordance vith generally accepted accounting principles and the City"s e.stablished accoun,ting procedures and methods iII. order that t.he CitY'!I city auditor may audit. a.moog other things. the amount .of Parking Fees collecl;ed by the Operator and the accounting proced'1.i.res and methods of collection ~ These books and records, in-cluding. without limitation .. ledgers~ journals. and books of accounts, shall reflect the entire Services operatioos of the Operator at the Facility. The Ope,rator shall make the items available immediately for examdnatioo by the City~s audit representatives during regular business hours. These it~ shall be maintained for four (4) years after the expiration or earlier te~natiOQ of ~his Agreement, and this obligation shall survive the ~erminatton of this Agreement. ," ',' , ,'; ,.~." '~ 1-. • ". , , ( 3.' The Operater shall submit to the Police Chief daily, ~thly. and annual reports of the Parking Fee~ collect~i by the Operator on report torms ~hich shall be pr~'i~ed by the Operator aM approved, in a~Y=<:e, by the PoUce Chief. These forms shall be mod.iUed at =y time upon the request of the Poltce Chief. The daily reports for the precedicg week shall be submitted by DOen of the first Business Day of the folloring week. Monthly reports shall be 8uI:lmitted rithin ten (H) Days after the end of the month, or part thereof .. for whicb a report is due.. The annual reports shall be submitted within thirty (30) Days after the end of the Anniversary Y.e&r. or part thereof .. for which a report is due.. The Operator "hall provide the City with any other reporte as the police 'Chief may reasonably request during the term of this Agreement. 3.10 The Operator shall be liable to the City for all uncollected Parking Fees which are DOe ~ollected as a result of the Operator's failure to account for all vehicles that have utilized the Facility during Operating Hours, unless the City i. notified of the presence of such vehicles in accordance ~tb the established wri~ten rules and procedures approve~, in advance l by the Police Chief. Thl! Operator shall also be liable to the City (or all losses tesulting from the Operator's failure to ~ollect the parking .Fees as a result of undercharges. All undercharges and overcharges shall be reconciled and det~r:mined according to established rules and proc:ed4J.rea awroved by the City.. All overcharges shall accrue t.o t.he benefit cf -the City and shall not. be offset against any u·ndercharg-es.. The Operator shall be liable to the City for a.ny 10s8 of Parking Fees which oeherwise arises from the Operator's acceptaIlCe of Parking Fees in a manner inconsistent wi th the provisions of this Agreement, or for any other loss arising from methods of collection which are inconsistent with applicable Laws .or procedures a.s may be established, in vritiQ9. by the City .. 3 .. 11 Unless ot.herwise instru'Cted by the Police Chief. the Operator shall handle -claims and disputes concerning Parking Fees &5 tollOWS 1 and in accordan.ce with the Operator's complaint halldling procedures, which are sUDr~rily described in Exhibit '"B": 3 .. 11. 1 Whe~ever a pat roc. refusoes to pay the appropriate Parking Fee, the Operator~s cashier shall refer the matter to the Operator1s employee supervisor or manager .. and: su-ch disputes shall be handled iII. accordance with the provisioos of subsection 3.11.2. If a patron proceeds to exit without paying the Parking Fee, the Operator's cashier shall use best efforts to record the license plate nu:mber of su.ch patron's veblcle and immedia~ely notify the Operator's employee supervisor or manager and the Palo Alto folice Oepartmenc. Within 24 hours of the incident, the Operator shall prepare a report of each su-ch incident. and shall forward the report to the Police Chief. 3.11.2 l\ny dispuce involving a Parking Pee arnounc wbich is less than tbe applicable maximum daily Parking Fee rate ahall be resolved by the Operator in accordan~e with the , <' "-" •• ':>, .' . , o writ~en policies IlOd procedures of tbe Police Chief. The Operator .hall provide Co the Police Chief a written report of a.ll sach disputes a..nd t.he1r resolutions tor t.he preceding veek oy We~esday of the following week. Di9putes involving amount-IS in excess of the applicabl e maximum daily Parking Pee • allaU I>e referred to the Police CIlie! {Dr further actiOD. AJly and all refunds shall I>e subject to the approval of th~ police Chief. 3.12 Unle •• ochet;wise ins tructed by the Police Chief. tbe Operator shall handle injury and non· injury vehiCle incidents occurring at the Facility oy filing an incident report coocerning such 1ncid~Dt to the employee manager or supervisor and the Palo Alto police Department. as follows:- 3.12.1 Any claim by or against the Operator for personal injury or property damege shall be communicated to the Operator's insuran-ce carrier for adjustment within 24- hours of receipt of such claim. A copy of such claim shall be forwarded to the Police Chief within 48 hours of receipt. A representative of the Palo Alto Police Deparcment shall be StlDJllO[led by the Operator" itrmediately. to prepare a. report of such incident. 3.12.2 Whenever an ell"ployep of the Operator witnesses a. traftic incident involving a patron1's vehicle which appears to result in Injury or damage to persons or property. including any part of tbe Faci1ity. the employee .hall tmmedia~ely ooeify the Operator's on-duty manager and the Palo Alto Police Department. of such incident. 3.13 Vnles_s otherwise instructed. in writing. by the Pollee Chief. the operator shall handle correspondence trom the Facility'S pat.rons~ as follows: 3.13.1 All responses by the Operator. when there is a reasocaole expectation of a request for a response I shall be handled proq>tly _ A copy of sucb correspondence sball be forwarded promptly to the Police Chief. 3.13.2 The Operator's busine£~ name, address. and telephone nunt>er shall be posted at t:.he portable parking attendant's booth~ The signs shall be approved, :ill advance. by tbe Police Chief. 3.1. The Operator shall keep and maintain the Property and the Facility, excepting the two bench and overhanging plants areas of ~he Facility" in good, clean condition and perfo~ all custodia.l services in a manner which will not unreasoc.ably interfere with the intended use of the Facility. The custodial services shall be scbeduled for performance at regular 1n~ervals by the Operato:I' and shall occur at least twice a. Day a.t t.imes prescribed by the Police Chief. The Police Chief sball be the sole judge of the quality of the custodial services required of the Operator under this Agreement. B . ' .. '~ " . ,.... . , .~ . '".' 3.1S The Operator shall hire persons consistent nth laws on nond.:tscriJrL1na.tion and affirmative action. To the extent. required by LaV, the Operator shall verity the right of all persons ""Played punruant to this Agreement to work in the United States in -c::omplia;Ice with th~ requirements ¢! the ImrJgration Reform and Control Act of ~~B6. as amended. The City reserves the right to inspect the Employment Eligibility Verification forms (Form 1·9 OMB No. 111S-01~6 or any revised version) completed by the Operator's employees wbo are employed at tbe Facility. only qualified. ~tent and experienced _loyeeo shall be hired. The <,.,<oility shall be starfed by at least one employee during the Operating Sours. A parking supervisor or parkl!lg manager shall be aVilllable, in persOD, or by telepbone, to coofer with the City'S employee or oeher re~resentative on any matter arising in connection vi~h ~he Operator' 5 rights and obligations bereunder nthin thirty (30) minutes aft."!r t.he City's eaployee or other representati,\te requests a. response of t.he supervieor or manager ~ 3.1S~1 All employees., while on the Facility and act.ing vi thin the course a..:ld scope of employment by the Operator., shall be clean., neat in appearance., and uniformly attired (white shirt. black tie., black pants. black running shoes, jack~t, name tag idectifying su~h employee, and the Operator'S logo installed on each shirt and jacket), aM shall behave courteously ~ 3.15.~ All personnel employed by the Operator at the Facility shall possess valid california drivers' licenses. and their safety records are subject to inspection. review and approval by the City. 3.15.3 No such persOfI..nel shall use iJIt)roper language or act. in a loud and offensive manner. 3.15~C The Operator shall provide ongoing training of its employees with respect to the performance of the Services. 3.15.5 All employees of the Operator shall be able to effectively read. VYite. and speak English. 3.16 The Operator eball provide all reasoc.able and necessa-~ supplies and equipMent in order to perform its duties and Obligations under this Agreement~ 1.~7 The Police Chi~t reserves the rigbt to require the Operator to remove from the Facility any employee of the Operator who failS to satlsfactorily perform the Services, in accordance with the standards establiShed hereunder. The failure to remove such eaployee or ot.hervise effectively remedy aay written notice of determination to the satisfaction of the Police Chief vithin ten Il0} Days o,r receipt of such notice shall -C-ODstitute a default by t.he Operator~ 9 ~---.-... ,~.~<-----: " , .. .-~ .- SBfTTOJi 4. JE$TRICTIQlj$ ON QPEil,toR 4~1 The Operator agrees ~o use the Facility in providing the Services ocly for the purposes described below: 4.1.1 'Facillty, and the the Property. The entry upon... use of.. and exi t frem... t.he use... operatioo, repair and maintenance of 4.1.2 The Operator eball not do or pennit ~ything to be done at~ in, 00 ... or ~t the Facility, Dor uin9 0"< keep or permit to be brought or kept. anything which is prohibited by 0': will in any way conflict with any Laws nov in force or which may hereafter be enacted or promulgated~ or which is prohi.b:itelli by a standard form of fire insuran.ce policy ~r 'Which viii in any znanner increase or affect the then existing rate of any fire or other Ins~rance required to be ca~ied upon the Facility .. or which will cause a cancellation of any i~~uraDCe policy covering the Pacility. 4. L3 The Operator shall not comnit, cause ... maintain, or permdt, or allow to be caused... maintained... or permitted any legal vaste upon the Facility. n<>r any public or private Iluisance ... nor any other act or thicg which may ·dist .... rb -the q .. det enjoyment of any bUs1neas adjacent: t.o the Facility. 4; .. 1 .. 4. Neither the ~'E.ri.tor nor any direct.or ... officer, employee~ agent or representative of tbe Operator sball engage in the business of selling any emergency supplies, or products or services of any kind~ at retail or 'Wholesale .. a.t, in, on or about the Fa.cility., directly or indirectly. by vending machine or other device~ 4.1.5 The Operator .ball not improvements or alterations to the. Facility. make any SECfTQN 5 _ CONTINIIQrn OPERaTIONS 5.1 As a ~terial inducement to the City to enter into this Agreement. the Operator covenants to continuously provide Services during the term of this Agreement. and the failure of the Operator to do so sba-ll constitute a default by the Operator.. The Operator shall be ten:porarily excused frem perfcrm.ing this covenao,t as a result of force majeure ... as described in Section 18.3_ SBcrION s. COMpSNSUIQN 6.1 In consideration of the Services rendered by the Operator during the ~riginal one-year t€~ of this Agreement, the City agrees to pay the operator an Operating Pee of sixty·one thouSand nine hundred tventy dollars 1$61,920). payable 1n twelve eq..tal monthly installments of five thousand one hundred sixty dollars ($S.1601. Commenej·ng ,.iththe IDO<lth of January 1996. the MOnthly installment Of the Operating Fee vill be adjusted by the consumer Price Index [Urbctn Wage B"arners and Clerical Workers) • , , " , (baBS years 1982-1984 • 1~0) for San Francisco·~land'San Jose CSHA, published by the United States Department of Labor, Bureau of Labor Statistics ,'Inde>{l, as more fully set forth in Section 6.J. Payment of the Op"rating Fee shall be deemed to be tbe full reiml:>uraement of tbe Manag~nt Fee., tbe Accounting Fee.. the SUP<lrviBOry Fee, and any aJ?d all direct operating coots and expenses incurred in the perfo~ance of the Services, but such costs and expenses shall not be deemed to include any indirect costa and expenses of operating any other busine$5 of Operator or rendering any ~ber servlye provided by the Operator to a third party. In addition to the payment of the forst """'tbly installment of the Operating Fee, the City will pay the Operator the sum of seven hundred fifty dollars ($750) for the cost ot signs to be posted at the Fac!lity. 6.2 The Operating Fee sball be due and payable, in arrears I in monthly installments. An invoice sball be 8uba~tted .. and the City shall pay the invoices witbin thirty (30) Days of receipt of suCh invoices, provided .. however, the Operator shall not be entitled to suspend it.s pertonr.ance of services if the City fa.ils to pay any invoice within the time Eilpecified in tbis subsection. 6.3 The 'lnde>{ which is published most immediately preceding' January 1 Q·f each year CExtension Index") shall be compared vith ~he Index published ~t immediately preceding the cannencement Date "Beg'inning lndex'"l. It the Extension Index bas increased ever the :BegInning Index, the Operating Fee set-forth in Section 6.1 .ball be established by multiplying the I!IO<ltbly sum by a traetion~ the numerator cf which 1s the Extension Index and the denominator ~f which is tbe Beginning Index. '.4 The following fees and costs are iLCluded in the Operating Fee: a Mallagement Fee <>f five hundr.d dollars ($50'0) per calendar mon~h for the rendering of Services; an Accounting Fee of three :bu:ldred dollars ($'300) per calendar month; a S",Jpervisory Fee of four h~.Jndred dollars ($400} per calendar month; and the ~rating costs aDd expenses of the Operator directly associated with t.he performance of the Operator's obligati.ons unde~ this Agreement. SECl'ION 7 ~ gIG'frrs l\NI) OBt.IGATIONS QF THB CITy 7.1 At all times during the term of this Agreement and without no<ice to the Operator. the City. its officers. employees. contractors, and representatives shall have tbe right to perform the following activities: 1.1~1 Install. ccnst~~t, maintain, repair. replace~ and use... without limitation. any and all public utility lines and pipes on, above, or below the surface <>f the Facility. 7.1.2 Attend to E::mergencies vbicb el"..all be deemed ~o exi~t within the meaning of this Section when any 11 ." .' . " o damage or ~e8tru~t!on to the Facility, or any part thereof. or uy property adjoining the i'acility, or the Property is t.hreatene6 and tbe Operator's employee supervisor or .manager is ~ rea~ily available to confer with the City witbin the .t~ cocstraint8 set forth in this Agreement. 7.1.3 Engage in any other .action which the police Chief deems reasOl"..alJly nece9sary to admlnister the obligatiODs of the City under this Agreement .or by Law .. i"eluding the obligation to operate the FacUlty if the Operator fails to do so, 1.2 The City shall provide for the utility connections eo the Facility, as necessary. pr~~dedl however, th~ City sball not be lial:::le for any losses or damages (including any actual, compensatory. incidental or consequential damages) resulting from the City's failure to furnisb, or the City 1 s delay in furnishing, any utility se?:Vice. A tenporary disruption of any utility service shall not be deemed or construed as an interfereil<:e with the perforJM.Oce of the Operator's obligations~ and 8u·ch failure shall DOt relieve the Operator of its duty to perform under this Agreement. 7.3 The City may perform or cause to be performed the following xmprovements or maintenance at the fre~Jencies and times determined by the Police Chief, 7.3.1 Repair and maintain the Facility?s surface, 7.3.2 Maintain the Facility~ including the benc~s and overhanging plants areas of the Facility~ during Off-Operating Hours. ".3.3 Operate the Facility i.r! the event that the ~rator is unable to provide the Servic2s .. voluntarily or by operation of Law. ' .. 4 Except as otbervise provided or penrJ.tted by Law~ the City s!lall not. be liable for. and the Operator vaives all claims and causes of action tor~ any liability, loss, or ~ge reSUlting, in Ybole or in part, directly or indirectly, from tbe installation of any City Improvements or from the interru~ion of use of t.he Property iro connection with the City's provisiOll of any services in lieu of the Services~ SBf7IQ1i 8. l'AX.IS B.1 The Operator shall pay before delinquency and without notice or demand any tax, fee. lien, or charge 'Which may be levied. imposed. or assessed against the Operator or its Property. or lor vh1ch t.he Operator may be liable under this Agreetnent or by Law. Any paYIN!Ilt to a third party made .. under this Agreemen·t shall not reduce the amount of any sum or sums collected and required to be paid by the Operator to tbe City under this Agreement, In the 12 -...,.o::<:-:~'~" ......... iIII$lIIalol·~iii'i!i'iilll!1!Fj·"'? ... · $--' -~--.- , .. . . ,,-.', .. "" . ,', . . , .. ",. event of a genera.l or special assessment levied against. the Property. the City will re~r6e the Operator for euch assessment. 8.2 In the event that the Operator desires in good faith to aont.est or review by appropriate legal or a~.c.istrative: proc,edings any t.ax, fee~ 11e~ or other cl"..a.rge,. tc..en t.he Opera.tor shall give the City prarpe written notice of its intention to do so prior to the delinquency of any such tax. fee, lien or charge. 8.3 The Clperato.D agrees to protect., defend,. indemnify and hold harmaess the City from and against any charge~ expense or damage resulting, in whole ~ in part. directly or indirectly, fram such contest or proceeding. and from and against any liabIlity. -loss, or damage resulting, in -whole or in part,. direct.I)" or indirectly, from any ot.her sums imposed thereon, and from any proceedings to enforce the collection of any tax,. lien, or charge for whIch the Operator may be liable. 8.4 The City ... at its optlon .. may pay, discharge, or adjust such tax. tee, lien,. or charge fo~ the Operator~s benefi~, and upoll tbe de:mand o,f the City, the Operator shall reimburse the City promptly tor the payment of any such charge together with interest thereon tram its due date at the maximum interest ra~e chen allowed by Law. until paid. S scrION 9 ~ INSURANCB 9 ~ 1 During t.he term of this Agreement.... tne ~rator s!-.all obtain and ma.inta~ tho:! policies of insurance descr.i.bed below ¢Q terms and CODditicns and in amounts required by the City~s risk manager.. 1'he Operator shall provide t.he City vith certificat.es o·f i:murance as may be required by the City. 9 ~ 2 COV'erag~ shall be at least as broad as tollows: ISO form ~:r -GL 00.2 covering CCIIi"reheosive General Liability aDd ISO fo:t1ll number GL 04.04. covering Broad Form Comprehensive General Liability, or ISO Commercial General Liability coverage form CG 0001; ISO For,m number CA 0001 covering Automobile Liability,. code 1 '"any auto· a.nd endorsement CA 0025; statutory coverage for Workers' Compeasat100 in9ur~ce; Garage keeperts Legal Liability; and Blanket Crime Policy. The COVerage shall be maintained at limits Of not. less than t.hat set forth in Exhibit 'C'"_ 9.3 Any de6uctibles or self-insured retentions must be declared to and approved by the City'S risk -.ranager. At t.be City"s option.. either -fa} t.b.P.: insurer shall reduce or eliminate such dedu~tibles or 8elt~ins~~ed retentions as respects the City, its c·fficers-, employees, contractors,. and represen·tative9,. or (b) the OperatQr shall procure a bond guaranteeing paymect of losses and related investigations, claims administration. and defense expenses in an amount specified by the City. 9.4 The policiee shall cootain. or shall be endorsed to contain, the following provisions, 13 -,., ....: '~"''': ". :. .. , . .(".'-.... " • , -- .; "! o 9.4.1 The City. it. officen. employees. contractors and repn!:seneatives shall be covered as additional insureds a.s respects liability arising out of activities performed by or 00 the behalf of the ~r.tor. products an6 ~completed operations ot the Operator. premisas owned, leas~d or 'used ~ the Operator, or aut~11es, owned, lease, hired, 'or borrowed by the Operator. Tbe coverage shall contain no Ilpecial liJLitations on the scope of protection afforded to City. its officers,. employoe-es, COD·tractors and representatives. !;. 4.2 TIl" imrunr.ce coverage shaH be prilrary as respects tbe City, its officers. employees. contractors and representatives~ Any insurance or s~lt-i~ur~nce maintained by the City shall be excess of the Operator's insuran~e and shall DOt contribute with it. 9 .. 4 .. 3 Co\werage shall state that the Operator'S insurance shall apply separately to eacb insured against whom a cla.im Is made or suit is brought,. except -with respect to the limits of the insurer'. liability. g ..... 4i Each insilrance poli<:y required by this Section B~..all be endorsed to stat,e that coverage shall not be suspended~ voided.. -canceled~ or redu-ceu in coverage or in limi~8 exce~ after thirty i30} Days' prior written notice to the City . .9.5 Insurance shall be placed with insurers tbat are acceptable to t.he City·s risk manager.. Su<:h insurers shall be admitted to t.he State of California in the offering o,! insurance products . .9.6" The Operator shall furnish the City with ce::t.ificates of insurance and with original ~ndo,rsements affE'cting c~rage required by this Sect!oa~ wbich are signed by a person authorized by that insurer to bind coverage on its behalf. SECTION 10. INpFWlf'ICATtON 1Q.1 The Operator~ for itself and its directors~ officers, employees~ agent.~ and representatives~ agrees to prot.ect~ defend¥ indemnify a..."1d hold harmless the City~ its officers, employees~ contractors.. and representatives froc:n and aga.inst any and all claims, demands, liability .. losses, costs, expenses, penalties, .suits~ damages,. and judgment8~ arising in whole or in part .. directly or indirectly. at any time from any injury to persons or damage to property as a result of the willful act or negligent act or omission of the Operator, ite directors I officers~ employees, or agents,. or which results from their noncompliance with any Laws respecting-the condition, use, occupation ... or safety of t.he Facility. or any part t.hereof, -or which arises fr~ the Operator's faIlure to do anything required under the Agreement or for doing anything wbich the Operator is required not. to do under thE Agreement,. except as may aris~ from "'------,t -'.1111i11f ? ? -! . ~ . \ ~ , " -,,"--'. the negligence or ~llful misconduct of the City. it3 officers~ employee~, cootractors or repreBentatives~ SHCIrON 1 J ~ WAIYRR 11.1 The vaiver by. the City Of any breach of any provision of this Agreement shall not be deemed to be a waiver or continuing waiver Of any sobsequent breach of the same or any other pr~-1siOQ~ nor sha11 any custom. or practice whicb may arise between the parties in the adminis~ation of any part of the Agreement be construed to valve or lessen the right of the City to insist upon t.he performa.nce Of the Operator in st.rict accordance with the provisions of this Agreement. SiCT10N 12. BOlmS 12.1 On or before t.he COD:'Ine.DCement Date (and upon the commencement of every Anniversary Year thereafter, in the event this Agreement i. ext ended by the Ci t yl. the Ope ra tor sha.l1 procure and provide the City with a surety bond naming the City aa obligee in the amount of fifty thousand dollars ($50.~OOl to guarantee and assure the prompt and faithful performance of the Operator's obligations under this A9reement~ The bond shall be furnished by a surety company authorized to transace business in the State of california. and its legal form shall be awroved by the City's city at~orn.ey. The City shall bave the right t.o draw against the .faithful performance bond in -the event of a default by the Operator. The Operator shall renew or replace such sums of money as shall ~ing the faithful performanc.e bond curren,t and failure to do-so shall coostitute a default by tbe Operator. 12~2 The Operator shall maintain adequate fidelity bonds covering all employees who handle mooey in such amounts as may be established by the Police Chief. The amount of each bond shall oot be less than ten thousand dollars 1$10 I OVO} with a deductible of not more than OIle thousand dollars ($1.000 I per loss. Such bonds shall name the Operator and the City as co-principals. The Operator shall furnish proof of au-ch bonding on or before th.e Carrnenc ement Date. SRCtIQN 1 a • COMPLIANCE WlTH LAWS 11.1 The Operator shall c<:q:Ily with all Laws now in force or Wh~ch may h.ereafter be in force pertaining to the Facility and t.his Agreemen,t:.. with t.he requirement. of any bond or fire underwriters or ~her similar body now or hereafter constituted~ with any discretionary or occu,pa.o.cy permit. issued pursuant to any Law of ~y public official as well as with any prevision of all ree~rded documents affecting the Facility on the Effective Date insofar as aIly are required by reason of the use of the Facility by the ~rato,r. 15 • SECTION 1". J,sSIr~ 14.1 The Operator shall n~ assisn~ transfer~ license~ convey, hypothecate,. or encumber~ or pledge to any person this Agreement l 'the Facility_ or any part thereof. or any rights of the Operator hereunder" whether ~oluntarily or by operation of Law. vitbout t.h~ express vritteu' consen-t of the City.. ALy such a.signment .hall be void,. and shall be deemed a default bereunder a..nd. t.bereupon" the City shall be entitled too terminate this Agreement. 14.2 If the Operator is a partnership, including a limited liability partnership. a withdrawal or change. whether volunt-ary or by operation of LaW,. of t.he partner or partners owning S1 percent or more of the partnership, or the dissolution of the partnership,. e1"..all be deemed a voluntary assignmect r If t.he Ope~&tor is a corporation. including a limited liability company. any dissolution .. merger .. consolidation or other reorganiEaeion o·f the operator, or the sale or transfer of at least 51 percent of the capital stOCk or capital cootribution of the Operator, or the sale of at least a 51 perc.ent int.erest of the value of the assets of the Operator .. shall be deemed a voluntary assi~ent~ SBC'lION 15 ~ DEFAIn.T 15.1 The OC'CUTren<:e of any of tbe following shall cocstitu~e a default by the Operator: 15.1.1 FailUre to commence geL.ices at the Facility on the Commencement Date; 15.1.2 Failure to deposit the Parking Fees. wben due~ or failure t.o perform any oblig3.tioo requiring the payment of any tax or lien under the provisions of this Agreement,. and such defau.lt continues fer a period c·f five (5) Days or more or for such alternative period as may be allowed by L.a...,.; or 15.1.3 Failure to perfor.m any other provision of this Agree;ne.c.t required to he perfom.ed by the Operator, except t~e proviSions ~hich require the payment of money, and the failure to cure the same vithin ten (10) Days after written ~ice from the City, or if such failure ca~ be reafroOably cured with the tE'Il-day period .. then if the Operator has tailed to commence and thereafter be coctinuing to make diligent and reasonable efforts to cure such failure as soon ,s practicable; or 15.1~4 General aS5ignme~t of the Operator's assets for the benefit of its creditors: or 15.1. 5 Assignment in violation of any e"Press provisioo of this Agreement prohibiting such assignment; or 16 • • ".<-. 15.1.6 or 15..1 .. " Determination that the Operator is bankrupt or insolvent, or that a receiver.. trustee, or . lassign~e cl tbe Operator is appointed for the opera.tor c-r its • property. or that It petition for the liquidatIon or reorganization of the Operator is filed. and au<:.h determination, appointment, petition, decree or order shall continue for a period of 1~O Days; or 'lS.1.8 The sequestration or attachment of or execution or other levy on the Operator's interest in this Agreement .or the facility. and the Operatcr ta.ilS to obt.a:tn a return or release of such interest or property vithin thirty t30} Days thereafter, or p~ior to the s~le pursuant to su~ levy. whichever first occurs; or 15.1.9 Action by the Operator to divert patrons fr~ the Facility to a~ber parking lot facility owned or operated by the Operator; or 15.1.10 Any actioc. or inaction of the Operat:.or which is expressly made & default under this Agreemeqt. 1S. a Upon the occurrence of a de faul t by tbe Ope-rator. the City shall have ~he following rights and remedies~ in addition ~o &11 ocher rights and remedies provided by Lawc to Which the City may resort cumulatively. or in the alternati.ve: 15.2".1 Terminat.e: this Agreement upon not. less than thirty (30) Days' prior ~itten notice; or 15.4.2 Keep this Agreemeo~ in effect. and enforce all rights and remedies made available under this Agreement, including the right to wit.hheld payment of the Operating .Fee .. Sg-rION J Ii ~ NOtICES 1~.1 ~l notices, consents, approvals, authorizations or ocber cam'IlD.ications given or made by any party shall be in writing and shall be suftic1en~:y given and served upon the ~ber party if personally l!!Ierved... sent by the OOited States mail~ correctly addressed and postage prepaid l sent by express delivery service, or sent by facsimile tra.n.smission and followe1 within 48 boors by delivery of a hard copy o'f the material sent by facsimile. to: CITY Cnief of Police City of Palo Alto 250 Rarnilton Avenue Palo Alto, CA 94301 P. O. Box 10250 Palo Alto, CA 94)0) 17 With a C<:>pY to: OPERATOit City Clerk City of palo Alto P. O. Box 10,50 Palo Alto, CA 9430) National Parking Corporation 39 Pacific Street, Suite 455B Mbnterey~ CA 9394G ",;. .. or to any other place as such party may designate~ in writing. SECTIOfi 17.. "PPiOPRI6TrON op CITY fUNDS 17 .. 1 This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo JUto M.m1cipal Code _ Any cl'.arges tor Services may accrue only after su<'h expenditures ha'", been approved in adva.n<:e in writing by the Police Chief. This Agreement will tenrdnat. wit!>OYt a penalty (a) at the end of any fiscal year in the event. that funds are not. app-r<:lpriated tor t~e folioving fiscal year or (b) at any time within a fiacal year in the even·t that fu.~ are appropriat.ed for a port~on of the fiscal year ~~ funds for this Agreement are no longer a~~il5ble. The prOVision.! of thIs Section 17 shall _9ov_ern in the event 'Df a ~onflict with any other proviSion c~ __ .this Agreement, the eXhibits. or the proposal made by the Opera~or& SR£'TION U. !t12RT1ZATION OF QPERAmR' S EQUlfMENT COSTS 1.8 .. 1 I.e. the event. that t.he City terminat.eos. the Agreement vi~Lout cause at any time during the original une-year term~ the City will pay the Operator for the unamortized costs of its portable ticket ~h. The parties ackuovledge that the cost! of such booctl viiI be amortized. over the c-riginal ooe-year t~rm at. the rate of ~ to exceed six bundred seventy-five dollars ($675.0~1 per month. 18.2 Except as provided in Section 18.1. the City ~ll n~ have any Obligation to pay for the u~amortized costs of 1ny other Property dux-ing the original one-year term or any extension term. The City viIi nee be liable for any Operating Fee~ including any _Management Fee, Accow:;,·ting Fee. or Supervisory Fee.. for any Services which are ~ performed after the effective termination date. SE£TICN 19. lUSCEJJ !.WQUS PROVISIONS 19.1 This Agieemect shall be governed and construed by and in accordance with the lalli'S of the Stat-a of California .. including its conflict of laws provisioos_ 19.2 This Agreement may be executed in any number of coucterparts~ each of Which shall be an original, but allot vbich together shall constitute one and the same instrument_ 18 .-,.-' .. . -".-, . , - ;; .... ' 19.3 A party shall not be deeo>ed in default on account ot any delay or failure to perform its obligations under this Agreement:. which directly results from an event which is beyond the reasonable control of such party. . 19 •• The Section headings are not a part of this Agreement and shall have no effect upon the construct1on or Interpretation of any part of this Agreement. 19.5 All exhibit~ referred to in this Agreement and any a~enda~ appendices~ attscbments~ exhibits. and sche~ules which~ from time to time, may be referred to in any duly executed amendment heret.o are by S1Jch referec.!:e incorporated in this Agreement and shall be deemed a part. be-reof. 19.6 This Agreement constitut.es the entire agreement between the parties C«lCerning its subject matter. and there are no oeher oral or written agreemeDts between the parties not incorporated in ~hia Agreement. 19.7 This Agreement shall ~ be modified, unless such modification is in writing and approved by the parties. 1S1.8 All provisions.. whether covenants or cooditions~ shall be deemed to be both covenants and conditions. 19.9 If a cOllrt of ~tent: jurisdiction determines that any proviSion of -this Agreement is void or unenforceable.. the unaffected provisions of this Agreement shall remain in effect. 19.10 In the exercise of its rights and obligatiocs ~er ~his Agreement~ the collection of Parking Fees exce~edl the Operator act.s an independent con·tractor and not as the agent or employee of the City. 19.11 This Agreement and its prOVisions, including exhibits. shall inure to the benefit of and bind the successors and assigns of tbe parties. 19.12 No right or interest 1n real property .. in~ludiD9 any leasehold right. is in-tended to be conferred upoD. the Opera.tor by the City in its execution of this Agreement. 19.13 In the event that suit is brou9h~ her~er. ehe parties agree tl"..at trial of 8u<;h acti~ sr.all be vested exclusively in the state courts of california in the City of San Jose. County -of Santa Clara" or in the United States District Court. for the Nort~rn District of California in the City of San Jose. 19.14 If the time in which an act is to be performed falls on a saturday. Sunday ~ or any Day observed as a legal holiday by t.be City .. the time for perfoI'iliance sball be extended t.o t.he 19 i:_f' •. ~ ---- '~'--", . ~= ~~;~j,> ,.<: • o to11<IWi"9 £Usi""",,, nay. The time in which an act to> to be perConne<! ehall bee c""ll<'t~ by excluding the first: day and !ll<:1~l."9' the hst. IlIlnnIl!SS ~F. the parties !lave execut~ this Agree" ment.in ~a:o ~to, Calitornia on the dat~ first above Yritten~ ern OF PALO ALTO City Clerk YAyor MPROVlID AS TO 1'01<.'1: NATIONAL PARkI~~ C0RPORATION Senior Asst. City Attorney APPROVED: AssistaLt. City Manager Chief of Police Deputy City Manager ~nistrative Services Exhibit ·a' Exhibit 'C' Maps of Puking Stalls of Lot 'S' Operator's Cash Handling Policy and Complaint Handling Procedures . , • .. :0".1 ._ c CD.7IrlCATK OF ACDIOIfLBDGMIiII'1'" (Civil Code I 1189) on ~ ~ 1'i9r, before me, the undersigned, a noeary P'JbHc ia and fo said County, personally appeared 2)'-'1 1"9 AaA"" &cc/~ • pe:r:sonally knoJD to'1me (or proved to me en the basis o,f satisfactOiY evidence) to be the person(J(l whOS~ name 00 is}Sfe subscribed to the within instrumen~, and acknowledged to me that he/a"tl6/t)ley executed the same in his/lJl!'<"/t~r authorized "apa"ity{i~), and that by his/b~/tl)l(a signature f'(l O<l the instrument the persont~. or the entity upon behalf of which the person ()l acted" executed the instrument . .... """ITNESS lit)" hand and o!"ficial seal ~ 21 --...... ,.". """'.111' ","'}"'i~'--------~~c:. :...'.