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HomeMy WebLinkAboutResolution - 2002-R0334 - Parking Management Agreement- APCOA - 08/29/2002Resolution No. 2002—RO334 August 29, 2002 Item No. 90 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Parking Management Agreement with APCOA/Standard Parking, Inc. for operation of the parking facilities at Lubbock International Airport, and all related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 29th day of August , 2002. C NMcW9GAL, MAYOR ATTEST: Garza, City Secretary PROVED CONTENT: Mark rle, irector of Aviation APPROVED AS TO FORM: Linda L. Chamales, Supervising Attorney Office Practice Section Resolution No. 2002-RO334 August 29, 2002 Item No. 90 PARKING MANAGEMENT AGREEMENT This PARKING MANAGEMENT AGREEMENT (this "Agreement") is made and entered into to be effective as of the first day of June, 2002, by and between City of Lubbock, Texas, hereinafter referred to as "City," and APCOA/Standard Parking, Inc., a Delaware corporation, hereinafter referred to as "Operator." WITNESSETH: THAT, WHEREAS, City presently owns or controls the Lubbock International Airport ("Airport") in Lubbock, Texas, and has the authority to contract for the management of the parking facilities located at the Airport; WHEREAS, Operator is an experienced operator and manager of parking facilities; and WHEREAS, City and Operator desire to enter into an agreement whereby Operator will manage all parking of motor vehicles at such facilities upon the terms, covenants and conditions herein set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. GRANT. City hereby grants to Operator and Operator hereby accepts the exclusive right and obligation of administering, managing and operating the parking and shuttle bus operations with respect to the parking facilities located at the Airport ("Parking Facilities"). The Parking facilities are further described in Exhibit "A"; which is attached hereto and made a part hereof. 2. TERM. The term of this Agreement shall commence on June 1, 2002 ("Commencement Date") and shall expire on September 30, 2002. As of the Commencement Date hereof, that certain Parking Concession Contract by and between the parties dated April 10, 1997, as amended on August 26, 1999 and August 2, 2000, ("Old Agreement"), shall be deemed terminated. Termination of the Old Agreement shall include termination of Operator's obligations to pay the City the fees set forth in Article 5(F) of the Old Agreement. 3. OPERATOR'S OBLIGATIONS AND SERVICES; OPERATING EXPENSES. Operator hereby covenants and agrees that it will: M APCOA/Standard Parking (a) Operate and direct the operation of the Parking Facilities as a first class parking facility, and render the usual and customary services incidental thereto, in a professional, businesslike and efficient manner, and provide supervision and inspection adequate to properly manage the Parking Facilities in accordance with the Standards of Service described in Exhibit `B". City reserves the right to establish the hours of operation and parking rates for the Parking Facilities. (b) Provide a shuttle bus service in accordance with the specifications attached hereto and made a part hereof as Exhibit "C". (c) Routinely maintain, the parking equipment at the Parking Facilities in good operating condition and repair, and purchase, on behalf of City, equipment and supplies necessary for the operation of the Parking Facilities. Operator's obligation under Article 10(L)(3) of the Old Agreement to pay $25,000.00 to City for maintenance expenses shall be suspended during the term of this Agreement and shall be abated at the rate of $1,000 per month. (d) Hire, pay, and provide customary benefits consistent with current levels for and supervise sufficient experienced and qualified personnel who will render the services required by this Agreement for the professional, businesslike and efficient operation of the Parking Facilities. Such employees will be neatly uniformed and courteous to the public. All persons so employed shall be employees of Operator and not of City, and shall have no authority to act as the agent of City. (e) Promote, advertise and endeavor to increase the volume, efficiency and quality of the services rendered subject to City approval for expenditures and advertising content. (f) Collect from users of the Parking Facilities parking fees and other charges as directed by City. (g) Maintain courteous, businesslike relations with users of the Parking Facilities, whose requests shall be received, considered and promptly acted upon. (h) Cause the Parking Facilities to be maintained in a clean and orderly manner according to reasonable standards acceptable to City, including disposal of trash. Operator shall not be required to make (and shall not be authorized to make, without City's prior written approval) any structural, mechanical, electrical or other installations, alterations or repairs to the Parking Facilities required by statutes, regulations or other governmental requirements pertaining to air quality, environmental protection or persons with disabilities, which matters shall be the sole responsibility of City. 2 MM APCOA/Standard Parking (i) Promptly notify City of any matter that in Operator's reasonable judgment requires City's attention. (j) Advise and cooperate with City in the development and implementation of rules and regulations applicable to the Parking Facilities, and enforce such applicable rules and regulations as City shall adopt. Advise and consult with City with respect to matters of potential changes to traffic control systems, signage and/or any other matter that may substantially alter the use and operation of the Parking Facilities, the implementation of any of which shall require City's written consent. (k) Obtain and maintain the policies of insurance specified in Section 7 hereof. (1) Prepare and file all necessary returns, reports and forms required by law in connection with unemployment insurance, social security taxes, worker's compensation insurance, disability benefits, Federal and state income tax withholding and other similar taxes and all other returns and reports required by any Federal, state or municipal authority (other than income and property tax returns of the City) and pay or make all deposits required for such taxes. (m) Annually during the Term, Operator shall prepare and deliver to City a budget, for City's reasonable approval, reflecting the Gross Receipts and Operating Expenses (defined below) which Operator expects to receive and incur, respectively, during City's forthcoming fiscal year (the "Budget"), it being agreed that if City for any reason does not respond to any proposed Budget within thirty (30) days after City's receipt thereof, said Budget shall be deemed approved. If at any time during the period covered by an approved Budget it appears to Operator that the actual total of all Operating Expenses likely to be incurred during said period will exceed the Budget's projected total by more than ten percent (10%), Operator shall promptly so advise City, and City and Operator shall jointly discuss what actions, if any, could be taken to minimize the Operating Expenses without substantially impairing the operation of the Parking Facilities. The City shall pay Operator for reasonable expenses incurred by Operator in the performance of its duties, obligations and services pursuant to this Agreement (collectively, "Operating Expenses"). Operating Expenses shall include, subject to agreement of the parties, all costs, charges and administrative expenses for: salaries and wages and associated payroll burden (including without limitation payroll taxes and fringe benefits); license and permit fees; compliance with governmental laws and regulations; uniforms, supplies, tools and cleaning; maintenance and repair to be performed by Operator; fuel, maintenance, and repair of shuttle buses; telephone; utility charges (except to the extent paid directly by City); bookkeeping and administrative services; automobile allowances; employee recruitment, training and ongoing employee relations; computerized accounts receivable service; banking and credit card system services; postage and freight; tickets, 3 MMI APCOA/Standard Parking paper and reporting forms; accounts payable processing; health insurance, workers' compensation insurance and garagekeeper's legal and general public liability insurance premiums established by Operator; the first $1,000.00 of any damage claim or loss (plus attorney's fees and court costs to defend City in actions brought to recover damages for such losses) and losses due to theft or robbery. Such Operating Expenses shall be paid by City pursuant to Section 6 of this Agreement. Operating Expenses shall not include (i) the costs of maintenance and repair required of City hereunder, or (ii) City's various costs associated with its ownership and/or occupancy of the Parking Facilities, including without limitation depreciation, building insurance, real estate taxes and assessments, taxes on City's personal property, debt retirement (including without limitation mortgage interest), rent and such costs and expenses as may be necessitated to comply with the Americans With Disabilities Act of 1990). Payment of such expenses and costs are the sole obligation of City. "Reimbursable Costs" are any expenses which are not deemed Operating Expenses and are approved by City in writing prior to expenditure. If City disputes any Operating Expense or Reimbursable Cost, City shall give Operator written notice specifying the item disputed and the reason therefor. Payment for any Operating Expense or Reimbursable Cost which is not disputed shall not be withheld. The parties shall, in good faith, diligently pursue resolution of any disputed item within thirty (30) days of said notice. 4. GROSS RECEIPTS; OPERATING ADVANCE. All Gross Receipts collected by Operator under this Agreement shall be deposited in City's account. Operator shall deposit the Gross Receipts in City's bank account in accordance with City's written instructions (including identification of the name and account number of such account) to Operator. "Gross Receipts" shall mean all sums collected by Operator for the parking and storage of motor vehicles, whether on an hourly, daily, weekly, or monthly basis, less all refunds, discounts and allowances made by Operator to its customers and less any sales, use, excise, occupancy, gross receipts, parking tax, or any other tax or charge collected by Operator on behalf of and payable to the tax collector. Prior to commencement of Operator's operations hereunder, City hereby agrees to advance to Operator an amount equal to Operator's estimated Operating Expenses for one (1) month (initially the sum of $ , subject to adjustment as may be required due to any subsequent change in the amount of Operating Expenses) (the "Operating Fund"). The Operating Fund represents a one-time advance payment for an operating reserve fund to be held by Operator until expiration or earlier termination of this Agreement, at which time Operator shall refund to City any balance, after payment to Operator of the total outstanding Operating Expenses, Reimbursable Costs and unpaid Management Fees. 4 MM APCOA/Standard Parking 5. MANAGEMENT FEE. As compensation for Operator's services hereunder, City shall pay Operator a management fee of one dollar ($1.00) per year, (the "Management Fee"), which fee shall be paid by City to Operator pursuant to Section 6 of this Agreement. The term "year" shall mean the twelve (12) consecutive calendar months beginning with the commencement date of the Initial Term of this Agreement and each twelve-month period thereafter. 6. PAYMENT OF EXPENSES, REIMBURSEMENT OF COSTS BY OWNER, AND PAYMENT OF MANAGEMENT FEE. Within thirty (30) days after receipt of Operator's monthly statement, City agrees to: (a) pay Operator for the total amount of the undisputed Operating Expenses; (b) reimburse Operator for Reimbursable Costs (if any); and (c) pay Operator the Management Fee. If the aforesaid payment is not made by Owner to Operator within said 30-day period, then Operator shall have the right to (i) charge interest at the rate of five per cent (5%) of the unpaid balance from the date such payment became due and payable, and (ii) at its option, terminate this Agreement upon written notice, without waiving or limiting any of its legal remedies (including the right to recover attorneys' fees and any other expenses incurred) which Operator may pursue to collect the amount owed. 7. OPERATOR'S INSURANCE COVERAGES. (a) Operator shall carry and maintain, as an Operating Expense, the following insurance coverages: (1) Worker's Compensation insurance in compliance with the Worker's Compensation Act of the State of Texas. (2) Employer's liability insurance on all employees for the Parking Facilities not covered by the Worker's Compensation Act, for occupational accidents or disease, for limits of not less than $100,000 for any one occurrence. (3) Garage liability insurance on an occurrence form basis with limits of not less than $1,000,000 per occurrence with an annual aggregate limit of $2,000,000 per location. (4) Garage keeper's legal liability insurance (if applicable) insuring any and all automobiles that are parked at the Parking Facilities by Operator's attendants or for which a bailment otherwise is created, with limits of liability not less than $1,000,000 per occurrence. 5 Mm APCOA/Standard Parking (5) Comprehensive crime insurance including employee theft, premise, transit and depositor's forgery coverage, with limits of liability as to any given occurrence of $50,000 for monies and securities inside and outside the Parking Facilities, and $1,000,000 on account of any employee dishonesty. (b) The liability policies affording the coverages described in Subsections (a)(3), and (a)(4) above shall be endorsed to cover City and its employees, agents, directors and officers as additional insureds. (c) All such insurance shall be with companies as shall be reasonably satisfactory to City, and all such policies shall provide that they may not be cancelled or adversely altered without at least thirty (30) days' prior written notice to City. Operator shall deliver satisfactory certificates of insurance to City and renewal policies shall be obtained, and certificates delivered to City, at least thirty (30) days prior to expiration. 8. ACCOUNTING RECORDS AND REPORTS. (a) Record Retention. Operator agrees that it will at all; times during the term of this Agreement, and any extension or renewal thereof, keep available at Lubbock, Texas, true, accurate and complete books and records, for the current year and previous two years, from which operating expenses and gross parking receipts can be determined in accordance with generally accepted accounting principles and in a form otherwise satisfactory to the City. Such Records shall be kept in accordance with good accounting practices. Operator shall permit City to inspect Operator's Records at Operator's offices during reasonable business hours. (b) Reports. Within fifteen (15) days after the end of each calendar month, Operator shall mail to City a detailed statement showing all Gross Receipts derived from the business transacted by Operator on the Airport during the preceding calendar month, Operating Expenses, Reimbursable Costs, the Management Fee, and the total amount due and payable by City to Operator pursuant to Section 6 of this Agreement for the preceding calendar month. Such report shall be submitted on forms as determined mutually acceptable to Operator and City and will contain a daily revenue summary by lot with an additional column for sales tax paid. In addition, it must give a contract year- to-date total. 6 rm APCOA/Standard Parking Within ninety (90) days following the last month of the term of this Agreement, Operator shall mail a like final statement which will include an entry showing payment of outstanding Operating Expenses and Reimbursable Costs (if any) and unpaid Management Fees out of the Operating Fund (as such term is defined in Section 4 hereof). A monthly report on parking tickets collected by lot, by day, to include a summary count of the daily license plate inventory and the dollar value of revenues forfeited due to non revenue parking. Said report shall also include the dates and times that any given parking lot was closed in the previous month. Operator shall account for tickets that are not redeemed at cashier stations or the pay -on -foot stations. Operator agrees that unaccounted for tickets will be equal or less than %2 of 1 % of total tickets. If unaccounted for tickets exceed this percentage, Operator agrees to pay $10.00 per ticket to the City for the next 1/2 of 1 % total tickets, and $15.00 per ticket in excess of 1 % total tickets. Reports shall be signed by the preparer, countersigned by the General Manager, and shall include, in addition to other reports required by this Agreement, but not limited to the following: Cashier's daily shift reports; Daily shift reconciliation; Daily report of gross revenue, audit totals, cash reports, bank deposits, physical inventory, ticket activity and ticket reconciliation; Monthly activity and gross revenue summaries and certifications, to be reconciled to daily reports; and Monthly gross revenue summaries by parking lot. (c) Audits. Upon written notice at any time within two years after the end of any contract year of operation, City may cause, an inspection and audit to be made of the books and records of Operator by an Independent Certified Public Accountant relating to its operation on the Airport. Said inspection or audit shall be performed at the Airport at a location determined by the Director of Aviation. Such audit shall be made to determine the correctness of the computation of monthly Operating Expenses made for the preceding year. If as a result of such inspection and audit it is established that the City has overpaid Operating Expenses, Operator shall, upon written notice by City, refund such overage, plus penalties, calculated at one and one-half percent (1 1/2%) per month with ten (10) days written notice. If as a result of such inspection and audit it is established that Operator is due additional Operational Expenses, City shall pay the additional expenses. If the results of such audit reveal a discrepancy of more than five (5%) percent between Operating Expenses reported by Operator and Operating Expenses as determined by audit, the cost of the audit shall be borne by Operator. 7 M APCOA/Standard Parking 9. INTELLECTUAL PROPERTY. Operator hereby grants to City, during the term of this Agreement only, a non -assignable, non-exclusive right and license to use Operator's intellectual property, including but not limited to its trade names, trademarks and any and all on -site parking amenities programs ("Intellectual Property'), to the extent related to Operator's administration, management and operation of the Parking Facilities. Upon termination of this Agreement for any reason, Operator shall have the right, at its sole cost and expense, to remove the Intellectual Property from the Parking Facilities, and City shall refrain from all further use of the Intellectual Property. 10. OWNER'S OBLIGATIONS. City shall, at its expense, be responsible for performance of all obligations not specifically agreed to be performed by Operator including, but not limited to, the following: (a) Repair and maintenance of the structural and capital aspects of the Parking Facilities and Airport, and related systems and improvements including (as applicable): heating, air conditioning, ventilating, exhaust, fire protection, alarm, utility, plumbing (including lavatory facilities), sewage, drainage, security and lighting systems; paving; painting; striping; directional signs, fencing; parking booths; landscaping; windows and doors; plate glass; driveways, sidewalks and curbs (including curb cuts); elevators, manlifts and escalators; sealing and waterproofing; electrical or mechanical equipment, including traffic control devices used at or in the Parking Facilities; and all structural repairs. (b) Alterations, improvements and additions that City deems necessary and/or as may be required by the Americans With Disabilities Act of 1990, and payment of architectural, engineering or consulting fees with respect thereto. (c) Safety and/or security personnel and equipment. City agrees that any contract between City and a contractor for work on behalf of City at the Parking Facilities shall require (i) the contractor to indemnify, save and hold City and Operator harmless from and against and free and clear of all claims, suits, actions, and damages which may arise, occur or result from work performed by said contractor, and (ii) the contractor to name City and Operator as additional insureds on contractor's policy of insurance and furnish City and Operator with a certificate of insurance evidencing such coverages. 11. INDEMNIFICATION. Operator shall indemnify and hold harmless City from any and all loss and liability on account of any damage or injury and from all losses, claims and demands caused by the negligent or intentional acts of the Operator, his agents or employees, but Operator shall 8 M APCOA1Standard Parking not be liable for damages or injury occasioned by failure of the City to comply with its obligations hereunder or by reason of the negligence of the City, its agents or employees or third parties. 12. OWNER'S INSURANCE. City shall, at its expense, provide and maintain fire and extended coverage, vandalism and malicious mischief, and all-risk insurance coverages for buildings, improvements and any other real or personal property of City located on the Parking Facilities in an amount equal to the full replacement cost thereof. 13. RELEASE AND WAIVER OF SUBROGATION. In the event all or any part of the Parking Facilities (including any buildings, improvements or other real or personal property thereon) are damaged or destroyed by fire or other casualty, the rights or claims of either parry or its employees, agents, successors or assigns against the other with respect to liability for such loss, destruction or damage resulting therefrom, including loss, destruction or damage suffered as a result of negligence of either party or their employees or agents, are hereby released and discharged to the extent permitted by law, and any and all subrogation rights or claims are hereby waived to the extent of the insurance coverage carried by the parties hereto. All such insurance policies shall contain a clause or endorsement providing that the insurance shall not be prejudiced if the insured has waived its rights of recovery (including subrogation rights) against any person or company prior to the date of loss, destruction or damage. 14. LICENSES AND PERMITS. Operator shall obtain and maintain all licenses and permits required by an operator of parking facilities by any governmental body or agency having jurisdiction over Operator's operations at the Parking Facilities and will abide by the terms of such licenses and permits. Any license or permit fees incurred by Operator shall be deemed an Operating Expense. 15. LAWS AND ORDINANCES. Operator shall not use all or any part of the Parking Facilities for any use or purpose which is (i) forbidden by or in violation of any law of the United States, any state law or any city ordinance, or (ii) may be dangerous to life, limb or property. In addition, all services provided by Operator, its agents or employees, must conform in all respects to Federal, State, and municipal laws, ordinances and regulations. Operator shall pay all fines imposed for violations by their employees of valid rules and regulations prescribed by City or any Federal or State agency through the lawful exercise of their powers. 16. NON-DISCRIMINATION AND AFFIRMATIVE ACTION. Operator , for itself, its successors in interest and assigns, as part of the consideration herefor, covenants and agrees to comply with all requirements, imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, part 21, Non -Discrimination in Federally Assisted 9 M APCOA/Standard Parking Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, or as amended. Operator, for itself, its successors and assigns, as part of the consideration herefor, agrees that no person, on the grounds of race, color, national origin, age, sex, or handicap shall be excluded from participation in, denied and benefits of or be otherwise subject to discrimination in the use of the premise and the furnishing of services thereof. In the event of a breach of any of the non-discriminatory covenants pursuant to part 21 of the Regulations of the office of the Secretary of Transportation, as amended, the City shall have a right to terminate this contract and to re-enter and repossess said Facilities and hold the same as if said Agreement had never been made or issued. Operator will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, as amended, to ensure that no person shall on the grounds of race, color, national origin, sex or handicap be excluded from participating in any employment activities on the facilities covered in 14 CFR part 152, Subpart E. Operator agrees that no person shall be excluded form participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract covered by 49 CFR Part 23 on the grounds of race, color, national origin, sex or handicap. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right forbidden by Section 308 of the Federal Aviation Act of 1958, as amended. 17. LOSS OR DAMAGE TO PREMISES. In case of any substantial loss of or damage to the Parking Facilities as the result of a taking under the power of eminent domain, or by fire, storm or other casualty, City may (i) repair or restore the Parking Facilities at City's expense, or (ii) abandon the operation and terminate this Agreement by giving at least ten (10) days' prior written notice to Operator. If City so terminates, City shall not be liable to Operator for Management Fees arising after the date of taking or casualty; provided, however, if any portion of the Parking Facilities remains suitable for parking and Operator, with City's prior written approval, continues its operations, Operator shall be entitled to receive its Management Fees for the period during which such operations are continued. If City repairs and restores the Parking Facilities, no Management Fees shall be due for the period the Parking Facilities are unsuitable for the ordinary conduct of parking business, and Operator shall not be required to provide services hereunder, but this Agreement shall continue in effect and the term shall be extended for a period equal to the period needed for repair and restoration. 18. RELATIONSHIP OF THE PARTIES. No partnership or joint venture between the parties is created by this Agreement, it being agreed that Operator is an independent contractor. 10 APCOA/Standard Parking 19. FORCE MAJEURE. Neither parry shall be in violation of this Agreement for failure to perform any of its obligations by reason of strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of public authority, weather conditions, riots, rebellion, accidents, sabotage or any other circumstances for which it is not responsible and which are not within its control. No Management Fee shall be due to Operator if it suspends operations for any such cause or event. 20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 21. APPROVALS. Whenever the approval of either party is required herein, such approval shall not be unreasonably withheld or delayed. 22. WAIVERS. No waiver of default by either party of any term, covenant or condition hereof to be performed or observed by the other parry shall be construed as, or operate as, a waiver of any subsequent default of the same or any other term, covenant or condition hereof. 23. SEVERABILITY. If any provision hereof is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision hereof, provided such invalidity does not materially prejudice either parry in its rights and obligations contained in the valid provisions of this Agreement. 24. ASSIGNMENT. Operator shall not assign or transfer this Agreement or its right, title or interest herein without the prior written consent of City, which consent shall not be unreasonably withheld. Operator may assign this Agreement to an affiliate of Operator or to a corporation substantially all of the stock of which is owned by Operator and/or to collaterally assign its right, title and interest herein to a financial institution as security for any present or future loans to Operator with City approval, which approval shall not be unreasonably withheld. 25. NOTICES. Any notice or communication required to be given to or served upon either party hereto shall be given or served by personal service or by express delivery or by mailing the same, postage prepaid, by United States registered or certified mail, return receipt requested, to the following addresses: TO OWNER: Lubbock International Airport Attn: Director of Aviation Rt. 3, Box 389 Lubbock, TX 79401 11 APCOA/Standard Parking TO OPERATOR: APCOA/Standard Parking, Inc. Attn: Legal Department Suite 1600 900 North Michigan Avenue Chicago, IL 60611 with copy (by regular mail) to: APCOA/Standard Parking, Inc. Attn: John C. Kelly, Senior Vice President 3702 S. Virginia Street Suite 110 Arlington, VA 22202 Either party may designate a substitute address at any time hereafter by written notice thereof to the other party. 26. ENTIRE AGREEMENT. This Agreement, together with all exhibits hereto, constitutes the entire agreement between the parties, and supercedes all representations, statements or prior agreements and understandings both written and oral with respect to the matters contained in this Agreement and exhibits hereto. No person has been authorized to give any information or make any representation not contained in this Agreement. This Agreement may be amended only by written agreement of the parties. 27. PARTIES BOUND. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, successors, executors, administrators, legal representatives and permitted assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. OWNER: City of Lubboc Texas By: Name -Marc McDou Mayor ATTEST: Rebecca Garza, City Secreta r OPERATOR: APCOA/Standard Parking, Inc., By. Christoph r B. Conley Vice President 12 APCOA/Standard Parking APPROVED AS By: / " Name: Marl xle Dire&or of Aviation APPROVED AS TO FORM: B Name: Linda Chamales Title: Supervising Attorney, Office Practice 13 M APCOA/Standard Parking Exhibit "A" Parking Facilities (attach description) 14 M APCOA/Standard Parking Exhibit "B" Standards of Service 1. Staffing_ Requirements. Operator and City shall agree upon a Staffing Schedule to be met by Operator that will provide adequate personnel to meet all reasonable demands of the public as determined and interpreted by City, acting by and through its Director of Aviation. Operator shall staff the cashiering stations at the exit toll lanes so that there shall not be a sustained back-up of exiting vehicles for longer than three minutes at any time. 2. Type of Operation. Operator shall operate the space in a first-class manner and provide prompt, courteous, and efficient service at all times, following in all respects the highest and best practice of public parking operations in the United States. The Operator shall adopt methods and procedures, and cause its employees to comply with same, so that the space shall be kept in a neat and orderly condition. The contract with each operator of each motor vehicle upon its entrance into the space, and which ticket shall contain only such terms, conditions, and provisions as the Director of Aviation may approve from time to time in writing, and no other terms, conditions, and provisions whatsoever. 3. Manager. The management, maintenance, and conduct of the Operators activities hereunder shall at all times during the term hereof be under the daily supervision and direction of a full time, professional, qualified, competent and experienced resident manager (hereinafter referred to as "General Manager") representing Operator, who shall be subject at all times to the direction and control of Operator. Operator will cause such General Manager to be assigned a duty station or office on the airport, at which location he/she shall be available during normal business hours; and Operator shall at all times during the absence of the General Manager, assign or cause to be assigned a qualified subordinate to be in charge of the Facilities and to be available on the premises and to act for the General Manager in his/her absence. The person appointed General Manager shall be subject to prior written approval of the Director of Aviation, provided, however, that such approval shall not be unreasonably withheld. The General Manager shall have Operator's authority to make decisions and establish rules and procedures necessary to conduct daily operations. 4. Personnel. Operator shall employ qualified and trained full-time supervisors, attendants, cashiers, checkers, cleaners, clerks, inventory personnel, and others in a sufficient number to assure a high standard of service to the public, and Operator shall maintain a close check over all said personnel to assure such service to the public and the complete and accurate levying and collection of all parking charges due hereunder. All personnel shall be clean and neat in appearance, appropriately attired, in Operator's standard uniform, and shall wear approved identification badges furnished by Operator. No personnel employed by Operator shall use improper language, or act in a loud, boisterous or otherwise improper or discourteous manner. Operator shall take all proper steps to immediately terminate employees who participate in such acts of misconduct at the Airport. Operator agrees to terminate the employment of any employee whose conduct the Director of Aviation deems 15 MM APCOA/Standard Parking detrimental to the City. Operator's employees, during hours of employment only, shall be allowed to park in the City's designated employee parking lot. 5. Claims and Complaints. With respect to any claim or complaint, upon written request, Operator shall furnish the Director a full written report of the circumstances involved and shall maintain a log of all complaints received. 6. Removal of Vehicles. Operator will not allow abandoned vehicles to remain on the leased premises. Abandoned vehicles will be removed and disposed of from the leased premises as allowed by law. Operator will provide the Director of Aviation with a written procedure for identification and removal of abandoned vehicles which complies with statutory law. If any revenues are obtained by Operator from the disposal of abandoned vehicles, Operator will include this amount in Gross Revenues less expenses. 7. Assistance for Disabled Vehicles. Operator shall either maintain capability to provide, at no cost to patron(s) 24 hours emergency service for vehicles of parking patrons or provide such service through contract with others. Such emergency service shall include at a minimum the provision to start vehicles with dead batteries and inflate flat tires. 8. Advertising and Promotion. Operator shall be responsible for informing the traveling public about the public parking services at the Airport and the parking rates. All methods and material used in advertising and promotion shall be subject to prior written approval of the Director. 9. Disabled Patrons. Operator shall take appropriate actions to assure that parking spaces, which are designated for use by disabled persons are in fact used only by bona fide disabled persons as defined by law. 10. Securily. Operator shall provide security for all parking receipts, parking tickets (used and unused), keys, computer cards, and deposit of cash receipts. 11. Shuttle Service. Shuttle service shall be provided as detailed in Exhibit "C". 12. Revenue Control Equipment. Operator shall utilize without charge, the existing parking control equipment and revenue control equipment. Operator acknowledges that it understands and is capable of operating the revenue control system including the license plate inventory and space control in place at the commencement of this contract. Any modification by Operator shall be approved in writing by the Airport. Title to the parking control and revenue control equipment shall remain with the City. However, the equipment will be in the full custody, care, and control of Operator, who shall be responsible for maintaining equipment in accordance with manufacturer's specifications and prudently safeguarding and caring for the equipment in the same manner as if it were Operator's personal property. The standards for service shall be subject to review and approval by the Director of Aviation. An initial inventory of the revenue control equipment shall be 16 APCOA/Standard Parking performed jointly by Operator and City, and an updated inventory list shall be prepared an attached hereto. An annual inventory shall be conducted in the same manner thereafter during the duration of this Agreement. 17 APCOA/Standard Parking Exhibit "C" Shuttle Bus Service 1. Service. Operator shall provide daily shuttle service from the Airport terminal to covered parking beginning each day one (1) hour before the first scheduled departure and may cease operations one(1) hour after the last flight is on the ground. Operator shall operate the shuttles in a manner that will satisfy requirements of the Americans with Disabilities Act, as amended, and in sufficient number and size to provide service on a rotating schedule where two or more vans complete a circuit between the garage and terminal building a minimum of once every fifteen minutes (one shuttle should arrive and depart the terminal and parking facility every 7 %2 minutes). Operator will submit, for Director of Aviation approval, a shuttle operating schedule upon execution of this contract. Operator shall make no change to the schedule without prior approval by the Director of Aviation. Operator shall make no charge of any kind to shuttle bus passengers. Any money or property left by a customer in or on a shuttle shall immediately be reported to Airport Police and turned in as determined by the Police. 2. Fleet. The shuttle fleet shall consist of no fewer than four vehicles each with a minimum passenger capacity of seven people plus a driver with ample storage area for luggage. Maximum clearance available to accommodate vehicles in the covered parking is 98.5 inches. The minimum acceptable number of ADA accessible shuttles is one (1). Shuttle vehicles shall be kept in a clean operating condition and licensed for street operation. In addition, the following minimum standards must be met for shuttle vehicles used by Operator: (a) Each vehicle shall conform to all state minimum safety standards (b) Each vehicle shall be reasonably free of dust, dirt or rubbish, and be otherwise clean and sanitary. (c) No part of the body of such vehicle shall be missing or bent or dented out of shape. (d) The exterior and interior paint shall not be rusted, flaked or scraped. (e) The coverings of floors, seats and back and arm rests shall be repaired of all rips, tears and places where the covering material has worn through. 18 M APCOA/Sfandard Parking