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EBIX Insurance No. S200006057
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
ACE PARKING III, LLC
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and ACE Parking III, LLC, a California limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with ACE Parking III, LLC Page 2 of 28
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whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on November 1, 2026 and terminate on October 31, 2029 (“Initial Term”).
B. After the Initial Term, City reserves the right, ai its sole discretion, to extend the term of this Agreement for up to three additional years through October 31, 2032 (“Option Periods”) in such increments determined by the City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial term and Option Periods shall collectively be referred to as “Term”.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
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6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is One Million Two Hundred Eighty-One Thousand Six Hundred Forty-Three Dollars ($1,281,643), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor provided the Contractor first receives written notice of such failure to perform and fails to remedy same within fifteen (15) days, after receipt of written notice thereof, or if Contractor fails to commence remedying within said 15-day period if such failure cannot be reasonably remedied within fifteen (15) days. If City fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, Contractor may terminate this Agreement immediately upon written notice to City provided the City first receives written notice of such failure to perform and fails to remedy same within thirty (30) days, after receipt of written notice thereof, or if City fails to commence remedying within said 30-day period if such failure cannot be reasonably remedied within thirty (30) days .
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
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Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement. Contractor has full rights to manage its workers, contractors and or employees in their performance of Services.
Contractor shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to City, which state the persons are not employees of the City, and such persons are required to immediately report to Contractor any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.
Contractor must immediately provide written notice to City of any report under Section 10 and provide related information as reasonably requested by City. The Parties agree failure of Contractor to immediately provide written report to City of any notice it receives from any source, relating to Section 10, constitutes material breach of this Agreement.
Contractor will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section
10. Contractor shall require that its workers and or personnel immediately report to their respective Contractor supervisor any perceived occurrence under Section
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11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, Agreement with ACE Parking III, LLC Page 6 of 28
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liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees, subcontractors, affiliates, or persons contracting with Contractor to perform any portion of the Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all current or former worker, independent contractor, and or employment-related, and or benefit claims of any type brought by current or former workers, independent contractors, and or employees, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.
D. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor any other person or entity involved in the performance of the Services. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor shall be fully responsible according to the terms of this section.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
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16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara Department of Public Works
Attention: Ken Winland
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected];
[email protected], [email protected]
And to Contractor addressed as follows:
ACE Parking III, LLC
Attention: John Baumgardner
645 Ash Street
San Diego, CA 92101
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
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19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
ACE PARKING III, LCC
a California limited liability company
Dated:
By (Signature):
Name: John Baumgardner
Title: CEO
Principal Place of
Business Address:
645 Ash Street
San Diego, CA 92101
Email Address: [email protected]
Telephone: (619) 233-6624
Fax: (619) 233-0741
“CONTRACTOR”
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EXHIBIT A
SCOPE OF SERVICES
The following Scope of Services defines the services and responsibilities of Contractor and City for as-needed parking control services for events at the Santa Clara Convention Center complex.
1. GENERAL INFORMATION
1.1. Service Area
1.1.1. The service area includes the Santa Clara Convention Center complex located on Great America Parkway in Santa Clara, California, including the following facilities and related parking areas:
1.1.1.1. Santa Clara Convention Center: 5001 Great America Parkway
1.1.1.2. Hyatt Hotel: 5201 Great America Parkway
1.1.1.3. TechMart Office Building: 5101 Great America Parkway
1.2. Parking Areas
1.2.1. Parking areas consist of adjacent surface lots serving the Convention Center, Hyatt Hotel, and TechMart, a three-story parking garage, and, when designated by City, overflow parking areas including the Tasman Parking Garage. Total parking inventory and available overflow capacity may vary during the term of the Agreement depending on operational needs, construction, maintenance activity, or other site conditions.
1.3. Nature of Services
1.3.1. Services shall be provided on an as-needed, event-by-event basis in support of Convention Center events and related parking impacts to the Convention Center complex.
1.4. Non-Exclusive Operational Environment
1.4.1. Contractor acknowledges that the Convention Center, Hyatt Hotel, TechMart, and surrounding parking facilities may have simultaneous and overlapping operations. Contractor shall perform services in a manner that supports event activity while maintaining reasonable access for hotel guests, office tenants, deliveries, emergency access, ADA parking users, and other authorized users.
1.5. Service Objectives.
1.5.1. The objectives of the services are to:
1.5.1.1. Provide safe, efficient, and courteous parking and traffic control operations for Convention Center events.
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1.5.1.2. Minimize vehicle congestion and conflicts between vehicles and pedestrians.
1.5.1.3. Protect access for hotel, office, ADA, VIP, service, and emergency uses.
1.5.1.4. Provide a positive customer experience for patrons and visitors
1.5.1.5. Support efficient event operations and cost control.
2. GENERAL SERVICE REQUIREMENTS
2.1. Full-Service Responsibility
Contractor shall provide all supervision, personnel, labor, training, management, scheduling, communications, cones, signs, barricades, flashlights, radios or mobile communication devices, and other equipment, materials, tools, and incidental supplies necessary to perform the required parking control services, except for those items expressly identified as City-furnished in the Agreement. City will initially provide Contractor with one hundred (100) 28-inch traffic cones for on-site use.
Contractor shall be responsible for deployment, retrieval, storage, and reasonable care of such City-furnished cones, and shall furnish any additional cones necessary to perform the services.
2.2. Management and Supervision.
Contractor shall assign an account manager or operations manager and shall provide on-site supervision for events as required by the approved Parking Control Event Plan. Contractor shall maintain adequate supervision of all Contractor personnel assigned to City sites.
2.3. Management Duties
Contractor’s account manager, operations manager, and/or site supervisors shall perform duties including, but not limited to, the following:
2.3.1. Schedule and deploy qualified personnel in sufficient numbers to meet event needs.
2.3.2. Supervise Contractor personnel and ensure satisfactory conduct, appearance, attendance, and performance.
2.3.3. Ensure assigned personnel have completed all required training and are qualified to perform assigned duties.
2.3.4. Coordinate with Convention Center staff and, as applicable, Hyatt Hotel, TechMart, property management, security, and other designated City representatives.
2.3.5. Conduct routine oversight of field operations and promptly address service deficiencies.
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2.3.6. Provide budgetary and staffing information reasonably requested by City related to scheduled services.
2.3.7. Oversee or conduct training of assigned personnel.
2.3.8. Conduct at least one unannounced inspection of operations each week during periods of active service, document findings, and review operational issues with City at least monthly or as otherwise requested.
2.3.9. Ensure a site supervisor is present on site for the full duration of events when supervision is required by City or by the approved Event Plan.
2.3.10. Serve as the primary operational point of contact for day-of-event issues, staffing adjustments, and incident escalation.
2.4. Event Schedules and Coordination.
City will provide Contractor with available event schedules and updates. Contractor acknowledges that event schedules may change and that events may be added, modified, extended, delayed, or canceled with limited advance notice.
2.5. Parking Control Event Plan.
For each event requiring parking control services, Contractor shall prepare and submit a Parking Control Event Plan to the designated Convention Center staff person and City Representative for review and approval no later than two (2) business days prior to the scheduled event, unless City authorizes a shorter timeframe.
2.5.1. Each Parking Control Event Plan shall, at a minimum, identify:
2.5.1.1. event name, date, and scheduled hours;
2.5.1.2. estimated attendance or parking demand, if available;
2.5.1.3. staffing assignments by position, post, and shift;
2.5.1.4. supervisor coverage;
2.5.1.5. planned use of surface lots, parking structure, and overflow parking areas, if any;
2.5.1.6. traffic flow and vehicle routing for ingress and egress;
2.5.1.7. ADA-accessible parking control points and protection of accessible routes;
2.5.1.8. reserved, permit, VIP, hotel, office, vendor, and delivery parking controls, as applicable;
2.5.1.9. placement of cones, signs, barricades, and other traffic-control devices;
2.5.1.10. cart deployment, if applicable;
2.5.1.11. procedures for simultaneous events or overlapping uses; Agreement with ACE Parking III, LLC /Exhibit A-Scope of Services Page 13 of 28 Rev. 07-01-18
2.5.1.12. emergency access protection and incident escalation contacts; and
2.5.1.13. any special operating instructions issued by City.
2.6. Short-Notice Changes
City will use reasonable efforts to provide Contractor with advance notice of added events, schedule changes, or special service needs. Contractor shall use due diligence to provide additional coverage requested by City on short notice.
2.7. Overtime and Additional Coverage.
All overtime work must be authorized in advance by designated Convention Center staff, except where immediate continuation of service is necessary to address an active safety, traffic, or emergency condition and Contractor promptly notifies City.
2.7.1. If City requests additional coverage with less than twenty-four (24) hours’ notice, Contractor shall use due diligence to provide the requested staffing and shall bill in accordance with the applicable approved rates.
2.7.2. Contractor shall make reasonable efforts to avoid overtime through use of relief staff or alternate scheduling where feasible.
2.7.3. Work on recognized holidays may be billed at the applicable approved holiday rate, if any.
2.8. Work Hour Limits and Fatigue Management.
Contractor shall manage staffing in a manner that promotes safe operations. Except with City’s prior approval, Contractor personnel assigned to City sites shall not work more than twelve (12) continuous hours, shall not have less than eight (8) hours between shifts, and shall not work excessive weekly hours that may create safety or service risks.
2.9. Records of Service.
Contractor shall maintain complete and accurate service records, including personnel assignments, daily sign-in records, supervisor logs, hours worked, incident reports, and event service documentation. Such records shall support invoicing and shall be made available to City upon request.
3. SERVICE REQUIREMENTS DURING EVENTS
3.1. General Event Services.
Contractor shall provide attendants, traffic control personnel, supervisors, and other assigned personnel necessary to safely and efficiently manage parking and traffic operations during Convention Center events.
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3.2. Customer Service.
Contractor personnel shall provide prompt, courteous, professional, and helpful service to patrons, hotel guests, tenants, vendors, and authorized users while maintaining safe and orderly operations.
3.3. Duties of Event Personnel
Contractor personnel shall perform duties including, but not limited to, the following, as applicable to their assigned role:
3.3.1. Direct vehicles to appropriate parking areas and control points.
3.3.2. Manage ingress, internal circulation, and egress within the service area.
3.3.3. Maintain access to designated ADA, VIP, hotel, office, service, vendor, and emergency areas.
3.3.4. Implement the approved Parking Control Event Plan, including placement, monitoring, and retrieval of cones, signs, and barricades.
3.3.5. Monitor parking area utilization and communicate lot status and operational issues to the site supervisor.
3.3.6. Assist with routing vehicles to overflow parking areas when directed by City.
3.3.7. Provide general patron assistance related to parking operations.
3.3.8. Promptly report accidents, injuries, criminal activity, suspicious activity, blocked access, unsafe conditions, equipment failures, and customer service issues to the appropriate City-designated contacts, security personnel, and emergency responders as appropriate.
3.3.9. Protect pedestrian pathways and reduce vehicle-pedestrian conflicts to the extent feasible within the service area.
3.3.10. Support safe vehicle movement during event opening, peak arrival, peak departure, and load-out periods.
3.4. ADA Parking and Accessibility Support.
Contractor shall support accessible parking operations and protection of accessible routes during event operations.
3.4.1. Contractor shall direct eligible vehicles to designated ADA-accessible parking areas and help preserve those spaces for authorized use.
3.4.2. Contractor shall help maintain accessible paths of travel, curb ramps, passenger loading areas, and other identified accessible access points free from unauthorized blockage by vehicles, cones, barricades, equipment, or queued traffic.
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3.4.3. Contractor shall promptly report any blocked accessible route, inaccessible stall, damaged accessibility signage, or condition interfering with accessible access to designated City staff.
3.4.4. Contractor shall provide reasonable wayfinding assistance to patrons seeking accessible parking, accessible entrances, passenger drop-off, or related access points.
3.4.5. Contractor personnel assigned to event operations shall be trained on the location and operational importance of ADA-accessible parking areas, access aisles, and accessible paths of travel within the service area.
3.5. Supervisors
Supervisors shall oversee field operations, manage Contractor personnel, respond to operational issues, coordinate with City representatives, and ensure compliance with the approved Event Plan and this Scope of Services.
3.6. Traffic Control Personnel.
Traffic control personnel shall direct and manage vehicle flow within the service area and perform related duties assigned by the supervisor. Contractor shall ensure that any traffic control activity is performed in accordance with applicable laws, safety requirements, and site-specific instructions.
3.7. Attendants.
Attendants shall greet patrons in a professional manner, direct vehicles and pedestrians as needed, monitor designated parking areas, communicate lot status, and assist with routine parking-related customer service.
3.8. Cashier and Valet Services
If requested by City, Contractor shall provide cashier and/or valet attendants as an optional service. Such services shall be scheduled, staffed, and performed in accordance with City instructions and approved rates. If City requires cashiering or valet procedures, City may issue supplemental operating procedures for those services.
3.9. Patron Assistance and Motorist Services
3.9.1. Contractor shall provide routine parking-related patron assistance and on-site motorist assistance services during assigned event operations.
3.9.2. Patron assistance shall include communication of parking locations, lot availability, overflow parking directions, general site directions, and other parking-related customer service.
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3.9.2.1. Motorist assistance shall include response, when reasonably possible, to dead batteries, vehicle lockouts, and flat tires for vehicles within the service area during assigned service periods.
3.9.2.2. Contractor shall furnish the equipment, tools, and supplies necessary to provide such motorist assistance services in a safe and professional manner.
3.9.2.3. Contractor shall perform motorist assistance in a manner intended to reduce the risk of injury or damage and shall promptly report any incident, vehicle damage claim, customer complaint, or unsafe condition arising from such assistance.
3.9.2.4. If a requested motorist assistance service cannot be safely performed by on-site Contractor personnel, Contractor shall promptly notify the patron and designated City staff and shall request further direction.
3.10.Incident Response and Escalation
Contractor personnel shall immediately notify the designated City or site contacts of any significant incident affecting safety, access, traffic flow, property, or customer service. Contractor shall submit written incident reports in a form acceptable to City no later than the next business day, or sooner if requested by City.
3.11.Simultaneous Operations.
Contractor shall perform services with awareness that the Convention Center complex may have overlapping hotel, office, vendor, delivery, and other operational activity. Contractor shall manage parking control in a manner that minimizes interference with authorized non-event operations.
4. PERSONNEL APPEARANCE, CONDUCT, AND EQUIPMENT
4.1. Uniforms and Appearance.
Contractor shall provide assigned personnel with clean, identifiable uniforms appropriate for parking control duties. Uniforms shall include Contractor identification and employee identification, and shall be suitable for day, night, and inclementweather operations. Personnel shall be properly dressed, neat, and well groomed at all times while on duty.
4.2. Required Field Equipment
Contractor shall provide assigned personnel with the basic field equipment necessary to perform their duties, including flashlights and reliable communication devices such as radios or mobile phones, unless otherwise approved by City.
4.3. Safety and Weather Gear
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Contractor shall provide personnel with weather-appropriate outerwear and any safety apparel reasonably necessary for the assigned duties, including high-visibility garments where appropriate.
4.4. Utility Cart
Contractor shall provide one utility cart, electric or gas, with an equipment bed and safety lighting, if required by the Agreement or requested by City for event operations. The cart shall be maintained in safe and presentable condition. If the cart becomes unavailable during the term, Contractor shall repair or replace it within a commercially reasonable time and provide interim operational support as needed.
4.5. Traffic Cones, Signs, and Traffic-Control Devices.
4.5.1. Contractor shall furnish all cones, signs, barricades, and other trafficcontrol devices necessary to perform the services, except that City will initially provide Contractor with one hundred (100) 28-inch traffic cones for on-site use.
4.5.2. Contractor shall ensure that all Contractor-furnished traffic-control devices are maintained in safe and serviceable condition.
4.5.3. Contractor shall deploy, monitor, retrieve, transport, and store all Contractor-furnished traffic-control devices necessary for the services, as well as the City-furnished cones provided for on-site use.
4.5.4. Contractor shall promptly notify City when any City-furnished cones are worn, unsafe, lost, or damaged.
4.5.5. Contractor shall be responsible for replacement of City-furnished cones to the extent loss or damage is caused by Contractor’s misuse, negligence, or failure to exercise reasonable care.
4.5.6. Contractor shall promptly replace damaged, unsafe, or missing Contractor-furnished traffic-control devices as necessary to maintain service levels and safe operations.
4.5.7. Contractor shall furnish any additional cones necessary to perform the services beyond the one hundred (100) 28-inch traffic cones initially provided by City.
5. MEETING AND COMMUNICATION REQUIREMENTS
5.1. Weekly Coordination.
Contractor’s account manager or site supervisor shall meet or confer with Convention Center staff at least weekly during periods of active event operations, or more frequently as reasonably requested by City, to review upcoming events, staffing plans, and operational issues.
5.2. Additional Meetings
Agreement with ACE Parking III, LLC /Exhibit A-Scope of Services Page 18 of 28 Rev. 07-01-18
Contractor’s account manager or site supervisor shall attend operational, maintenance district, or other coordination meetings as reasonably requested by City and relevant to the services.
5.3. Operational Communication.
Contractor shall maintain effective day-of-event communication with designated Convention Center staff and, as applicable, Hyatt Hotel, TechMart, property management, and security personnel.
6. PERSONNEL STANDARDS AND TRAINING
6.1. Personnel Qualifications
Contractor shall ensure that personnel assigned to City sites are qualified, competent, and capable of performing assigned parking control duties in a safe, courteous, and reliable manner.
6.2. Work Authorization
Contractor shall ensure that all assigned personnel are legally authorized to work in the United States and that Contractor complies with all applicable federal, state, and local employment laws.
6.3. Minimum Age
Assigned personnel shall be at least eighteen (18) years of age, unless a different minimum age is approved by City for specific duties and is lawful under applicable labor laws.
6.4. Fitness for Duty
Contractor shall ensure that assigned personnel are fit for duty and capable of performing assigned tasks safely and effectively.
6.5. Communication Skills
Assigned personnel shall be able to communicate effectively in English for purposes of performing safety-sensitive duties, understanding instructions, communicating with supervisors and City representatives, and assisting patrons. Additional language capabilities are desirable where available.
6.6. Conduct Standards
Contractor shall maintain and enforce conduct standards for assigned personnel appropriate to public-facing event operations. The use, possession, or transfer of illegal drugs, alcohol while on duty, firearms, explosives, knives prohibited by law or site policy, or other unauthorized weapons on City premises is prohibited.
6.7. Background Screening and Suitability
Agreement with ACE Parking III, LLC /Exhibit A-Scope of Services Page 19 of 28 Rev. 07-01-18
Contractor shall maintain lawful hiring and screening practices and shall assign only personnel suitable for public-facing event operations. Any background screening used by Contractor shall be job-related and performed in compliance with applicable law.
6.8. Training
Contractor shall provide all training necessary for assigned personnel to perform the required services. Training shall include, at a minimum, traffic control safety, customer service, radio or communications protocol, emergency procedures, incident escalation, site-specific procedures, ADA parking/accessibility awareness, and safe provision of motorist assistance services including battery jump, lockout, and flat tire response.
6.9. Removal and Replacement of Personnel
City may request removal of any Contractor employee from assignment to City sites for performance, conduct, safety, security, or operational reasons. Contractor shall promptly remove and replace such employee.
7. 7. PERFORMANCE, DEFICIENCIES, AND CORRECTIVE ACTION
7.1. Performance Standard.
Contractor shall perform services in a timely, safe, professional, and competent manner consistent with the requirements of the Agreement and approved Event Plans.
7.2. Deficiency Notification.
If City determines that Contractor’s services were not performed in accordance with the Agreement, City may notify Contractor of the deficiency verbally or in writing.
7.3. Corrective Action.
Upon notification of a service deficiency, Contractor shall promptly take corrective action. If the deficiency can be corrected during the affected event or shift, Contractor shall use diligent efforts to correct it as quickly as practicable.
7.4. Documentation and Follow-Up.
Contractor shall meet with City representatives as reasonably requested to review service deficiencies, causes, corrective action taken, and steps to prevent recurrence.
7.5. Nonperformance.
City reserves the right to reduce payment for services not performed or not acceptably performed, consistent with the Agreement and the actual scope of nonperformance.
Agreement with ACE Parking III, LLC /Exhibit A-Scope of Services Page 20 of 28 Rev. 07-01-18
8. DOCUMENTATION AND INVOICE SUPPORT
8.1. Service Documentation
Contractor shall provide normal payroll verification procedures, daily sign-in sheets, weekly or event-based log sheets, incident reports, and complete supporting detail for hours and costs billed.
8.2. Invoice Support
Invoices shall include sufficient backup documentation to permit City to verify staffing, dates of service, hours worked, billing rates, and approved additional charges.
8.3. Additional Records
Upon request, Contractor shall provide City with event staffing records, supervisor logs, event service records, and incident documentation supporting billed services.
9. CITY RESPONSIBILITIES
9.1. City will provide available event scheduling information and updates as reasonably practicable.
9.2. City will designate the Convention Center staff contacts or City Representatives authorized to coordinate operational matters under the Agreement.
9.3. City will provide site maps, operating instructions, and access information reasonably necessary for Contractor to perform the services.
9.4. City will review submitted Parking Control Event Plans and communicate approvals, requested revisions, or event-specific instructions within a reasonable timeframe based on operational needs.
Agreement with ACE Parking III, LLC/Exhibit B-Schedule of Fees Page 21 of 28 Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
The maximum amount payable for all services provided under this Agreement shall not exceed One Million Two Hundred Eighty-One Six Hundred Forty-Three Dollars ($1,281,643) during the Initial Term. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.
2. Fully Loaded Rates
2.1. The hourly billing rates set forth in this Exhibit are fully loaded and include all labor, supervision, scheduling, training, management, payroll burden, insurance, overhead, profit, uniforms, tools, equipment, cones, signs, barricades, communications devices, motorist assistance equipment, transportation, and all other costs necessary to perform the Services, except for charges expressly identified in this Exhibit or otherwise expressly authorized in the Agreement.
2.2. Any cost, fee, surcharge, premium, or other charge necessary to perform the Services that is not expressly identified in this Exhibit is deemed included in the rates below.
3. Hourly Billing Rates
Hourly rates apply only to actual hours worked and documented, except as otherwise expressly authorized in the Agreement.
Labor Classification Initial Term Year
1 of 3 Hourly
Rate
Initial Term Year
2 of 3 Hourly
Rate
Initial Term Year
3 of 3 Hourly
Rate
Account Manager /
Operations Manager $65.01 $68.26 $71.67
Site Supervisor $42.97 $45.12 $47.38
Traffic Control Lead /
Traffic Director $40.22 $42.24 $45.35
Parking Attendant /
Traffic Controller $37.49 $39.37 $41.34
Cashier Attendant (if
requested by City) $36.63 $38.46 $40.38
Valet Attendant (if
requested by City) $36.63 $38.46 $40.38
Agreement with ACE Parking III, LLC/Exhibit B-Schedule of Fees Page 22 of 28 Rev. 07-01-18
4. Overtime Rates
Overtime work must be approved in advance by designated City personnel, except where immediate continuation of service is necessary to address an active safety, traffic, or emergency condition and Contractor promptly notifies City. If no separate overtime rate is stated for a classification, the standard hourly rate applies.
Labor Classification Initial Term Year
1 of 3 Hourly
Rate
Initial Term Year
2 of 3 Hourly
Rate
Initial Term Year
3 of 3 Hourly
Rate
Account Manager /
Operations Manager $89.44 $93.91 $98.61
Site Supervisor $58.83 $61.77 $64.86
Traffic Control Lead /
Traffic Director $54.71 $57.45 $60.32
Parking Attendant /
Traffic Controller $50.59 $53.12 $55.78
Cashier Attendant (if
requested by City) $50.59 $53.12 $55.78
Valet Attendant (if
requested by City) $50.59 $53.12 $55.78
5. Holiday Rates
Holiday rates apply only to the holidays expressly identified in this Exhibit or the Agreement. If no separate holiday rate is stated for a classification, the standard hourly rate applies. Holidays include:.
Labor Classification
Initial Term Year
1 of 3 Hourly
Rate
Initial Term Year
2 of 3 Hourly
Rate
Initial Term Year
3 of 3 Hourly
Rate
Account Manager /
Operations Manager $115.85 $121.64 $127.72
Site Supervisor $76.68 $80.52 $84.54
Traffic Control Lead /
Traffic Director $71.19 $74.75 $78.49
Parking Attendant /
Traffic Controller $65.70 $68.98 $72.43
Cashier Attendant (if
requested by City) $65.70 $68.98 $72.43
Valet Attendant (if
requested by City) $65.70 $68.98 $72.43
Holidays subject to holiday rates, if any:
New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day
Agreement with ACE Parking III, LLC/Exhibit B-Schedule of Fees Page 23 of 28 Rev. 07-01-18
6. Additional Pricing Terms
Item Compensation Term
Minimum Billing Increment Once per month
Minimum Shift Charge 4 HRS x Hourly Rate for Parking
Attendant/Traffic Controller
Short-Notice Additional Coverage Pricing
Assumptions
If notice of additional coverage is less
than 24 hours, then Labor at Overtime
Rates may be used.
Event Delays / Schedule Extensions
Billing Practice
Labor to be billed for actual hrs. worked.
If event is delayed, billing to begin from
original time employees were scheduled
to start. If a delay or extension causes an
employee to go into overtime, the
overtime rate will apply for those hours.
Cancellation Charges 2 HRS x Hourly Rate for Each Scheduled Employee by Classification
Utility Cart Pricing
Separate Charge: 1 time purchase of
$20,000 for a Taylor-Dunn
Electric "Bigfoot" model.
Equipment and Traffic-Control Device
Pricing
Separate Charge: 1 time purchase of
$40,345. Assumes replacement of entire
inventory detailed in Q&A, plus a
changeable message board sign for
$20,000. Details on following page.
Motorist Assistance Equipment / Supplies
Pricing
Separate Charge: 1 time purchase of
$350 for a jump start/air unit.
Other Separate Charges, Fees,
Surcharges, or Premiums Necessary to
Perform the Services
None.
7. Price Adjustments
7.1. Pricing is firm fixed for the Initial Term of the Agreement, consisting of three (3) years.
7.2. Contractor may request adjustments to hourly billing rates only before the commencement of an option term, if any. Any requested adjustment must be supported by documentation satisfactory to City, such as an applicable price index, and is subject to City approval and any amendment or written authorization required by the Agreement.
8. Invoicing
8.1. Contractor will invoice the City on a monthly basis for services provided by Contractor during the preceding month on an invoice and in a format approved by the City.
Agreement with ACE Parking III, LLC/Exhibit B-Schedule of Fees Page 24 of 28 Rev. 07-01-18
8.2. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.
8.3. Each invoice must include, at a minimum, the dates of service, description of services, event reference if applicable, hours by date and shift, hours billed by classification, applicable billing rates, approved premium charges, and supporting documentation reasonably required by City.
Agreement with ACE Parking III, LLC/Exhibit C-Insurance Requirements Page 25 of 28 Rev. 07-01-18
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall maintain in full force and effect during the period of the Agreement, at its sole cost and expense, the following insurance:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01, including bodily injury, property damage, contractual liability, products and completed operations, and personal and advertising injury. Policy limits are subject to review, with limits not less than:
$5,000,000 Each Occurrence,
$5,000,000 General Aggregate,
$5,000,000 Products/Completed Operations Aggregate, and $5,000,000 Personal and Advertising Injury.
2. Limits may be satisfied in combination with excess/umbrella policies on a following form basis.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made, or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business Automobile Liability Insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits not less than $5,000,000 combined single limit per accident. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
Agreement with ACE Parking III, LLC/Exhibit C-Insurance Requirements Page 26 of 28 Rev. 07-01-18
C. WORKERS’ COMPENSATION
Workers’ Compensation Insurance as required by statute and employer’s liability with limits not less than $1,000,000 per employee, accident, and disease.
D. GARAGE KEEPER’S LEGAL LIABILITY
Garage Keeper’s Legal Liability Insurance protecting Contractor against loss or physical damage to vehicles in the care, custody, or control of Contractor with limits of not less than $1,000,000 per occurrence and in the aggregate.
E. CRIME
Crime Insurance including forgery or alteration coverage, computer fraud coverage, funds transfer fraud coverage, money and securities coverage, money orders and counterfeit money coverage, burglary, robbery, theft, payment instruction fraud, and employee dishonesty coverage with limit not less than $1,000,000 per claim and in the aggregate. City shall be a loss payee to the extent of its interest.
F. CYBER LIABILITY
Cyber Liability Insurance covering claims involving infringement of intellectual property, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with minimum limits of $1,000,000 per claim and in the aggregate.
G. OTHER INSURANCE PROVISIONS
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are to be covered as additional insureds on the Contractor’s commercial general liability policy, including ongoing and completed operations, and auto liability policies in respect to liability arising out of Contractor’s work for City. This provision shall apply to any excess or umbrella liability policy.
2. Primary and non-contributing. For any liability arising from the scope of services under this Agreement, the Contractor’s insurance coverage shall be primary and non-contributory with any coverage maintained by the City or Indemnitees.
3. Claims Made Coverage
If coverage is obtained on a “claims made” policy form, the continuity or retroactive date shall precede the date services were initiated with the City Agreement with ACE Parking III, LLC/Exhibit C-Insurance Requirements Page 27 of 28 Rev. 07-01-18
and the coverage shall be maintained for a period of three (3) years after termination of services under this Agreement.
4. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation, non-renewal, or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation.
5. Qualifying Insurers. All of the insurance companies providing insurance for Contractor shall maintain, and provide written proof of, an A. M. Best rating of at least A- VII or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives and shall be authorized to conduct business in the State of California.
6. Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions must be declared to the City. To the extent Contractor elects to self-insure, such self-insurance shall in no way limit the liabilities assumed by Contractor in this Agreement, including but not limited to City’s status as an additional insured or Contractor waiving its rights of recovery or subrogation.
7. Contractor’s Property. Contractor is solely responsible for the repair or replacement of Contractor’s personal property and equipment, whether owned or non-owned, used during Contractor’s work. The City shall have no responsibility to insure or cover the cost to repair or replace Contractor’s personal property or equipment, regardless of cause of loss.
8. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation for itself or which any insurer of Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. This provision shall not apply to Crime, or Cyber Liability insurance.
9. Evidence of Insurance. Contractor shall provide proof of insurance compliance on an approved Acord or equivalent form signed by the insurer or an authorized agent of insurer (s) and including the policy endorsements required herein, such as additional insured, waiver of subrogation, and notice of cancellation. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or Agreement with ACE Parking III, LLC/Exhibit C-Insurance Requirements Page 28 of 28 Rev. 07-01-18
replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
Certificate Holder
EBIX Inc.
City of Santa Clara Department of Public Works
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Email address: [email protected]
10. Right of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may terminate this Agreement.
11. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
H. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.