Attachment_R_-_Base_Agreement_-_Servicesrev2.docx

BASE AGREEMENT SETTING FORTH

THE MINIMUM REQUIREMENTS FOR THE SERVICES

The City reserves the right to add or modify the terms and conditions set forth herein at any time prior to the final execution of an agreement. The Contractor will be given the opportunity to take exception to any additional or modified term or condition in the same manner as set forth in the solicitation documents.

AGREEMENT

THIS AGREEMENT, (“Agreement”) is made and entered into on the _____ day of _______________, 20__, by and between ________________________________ (“Contractor”), and the City of St. Petersburg, Florida, (“City”) (collectively, “Parties”).

WITNESSETH:

NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Contractor Duties. The Contractor shall perform the scope of services set forth in Appendix A for the City of St. Petersburg, Florida, in full and complete accordance with this Agreement (“Scope of Services”). Without limiting the generality of the foregoing, Contractor shall provide all labor, supervision, materials, and equipment to manage and operate the Municipal Services Center parking garage, South Core parking garage, Al Lang surface lot, 800 surface lot, 3rd Ave. S. event surface lot, and Lot 2 (collectively, “Parking Facilities” or each individually, a “Parking Facility”).

2. Agreement Components.

A. This Agreement consists of this document and its appendices, including any attachments to the appendices (“Base Agreement”) and the following documents, which are attached hereto and made a part hereof by reference (“Other Documents”):

1) ___________________________ (“Document 1”).

2) ____________________________ (“Document 2”).

3) ____________________________ (“Document 3”).

4) _____________________________ (“Document 4”).

B. In the event of an inconsistency or conflict between or among the documents referenced in this Base Agreement, the following order of precedence shall govern: (i) this Base Agreement, exclusive of its appendices; (ii) the appendices to this Base Agreement; and (iii) the Other Documents. In the event of an inconsistency or conflict between or among the Other Documents, the order of precedence shall be the order the documents are listed above (e.g., Document 1 shall govern over Document 2, Document 2 shall govern over Document 3, etc.).

3. Term. The term of this Agreement shall be three years commencing on the Effective Date (“Term”), unless this Agreement is earlier terminated as provided for herein. The City reserves the right to extend this Agreement under the same terms and conditions for one (1) two-year period at the end of the Term, provided that such extension is mutually agreed upon by both Parties in writing. References in this Agreement to “Term” shall include the initial term of this Agreement and all renewal terms.

A. Contractor voluntarily assumes all risks of accidents, injury and damage to his or her person and property and hereby releases and discharges the City of St. Petersburg and its employees, agents, officers, elected and appointed officials, and volunteers (collectively, “Indemnified Parties”) from every claim, liability, and demand of any kind. Further, Contractor shall defend at its expense, pay on behalf of, hold harmless and indemnify the Indemnified Parties from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including but not limited to costs, expenses and attorneys' and experts' fees at trial and on appeal and Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities, which Claims are alleged to have arisen out of or in connection with, in whole or in part, Contractor's management and operation of the Parking Facilities or performance of this Agreement, notwithstanding that such Claims were caused by or alleged to have been caused by, in whole or in part, the negligence of any of the Indemnified Parties.

B. Without limiting the generality of the foregoing, Contractor specifically acknowledges that the indemnity undertaking herein shall apply to Claims in connection with or arising out of the transportation, use, storage, maintenance, generation, manufacturing, handling, disposal, release or discharge of any Hazardous Material, as hereinafter defined.

C. The City will promptly notify Contractor in writing of a Claim against the Indemnified Parties. Contractor shall have the right to control the defense of any Claim subject to the foregoing indemnification. Contractor also shall have the right to settle any such Claim provided that Contractor pays the entire amount of such settlement and there is no finding of fault against the Indemnified Parties.

D. The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Contractor pursuant to this Agreement or otherwise obtained by Contractor, and shall survive the expiration or earlier termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

6. Insurance.

A. Contractor shall carry the following minimum types and amounts of insurance at its own expense. There shall be no deductible charged to the City for claims.

1) Commercial general liability insurance in an amount of at least Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) aggregate in occurrences form. This policy shall include coverage for bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under this Agreement.

2) Automobile liability insurance of $1,000,000 combined single limit covering all owned, hired and non-owned vehicles.

3) Workers Compensation insurance as required by Florida law and Employers Liability insurance in an amount of at least $500,000 each accident, $500,000 per employee, and $500,000 for all diseases.

4) Garagekeepers legal liability insurance for damage to patron’s vehicles in an amount of at least Three Million Dollars ($3,000,000) per occurrence.

5) Employee Crime (Fidelity) liability insurance in an amount of at least One Million Dollars ($1,000,000) per occurrence.

B. All of Contractor's insurance policies, except Workers Compensation, shall name the Indemnified Parties as additional insureds.

C. All policies shall provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

D. Contractor shall provide the City with Certificates of Insurance on a standard ACORD form reflecting all required coverage. At the City's request, Contractor shall provide copies of current policies with all applicable endorsements.

E. All insurance required shall be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then current edition of Bests Insurance Guide.

F. Contractor hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

G. The City shall have the right to reasonably increase the amount or expand the scope of insurance to be maintained by Contractor hereunder from time to time.

7. Condition of Parking Facilities. Contractor has inspected each Parking Facility and accepts the condition of each Parking Facility in an “as is” condition. By virtue of such inspection, Contractor is satisfied that each Parking Facility is safe and acceptable for the permitted uses set forth in this Agreement. The City has made no representations, statements, or warranties, either expressed or implied, as to the condition of each Parking Facility, or as to its fitness for a particular use.

8. Return of Each Parking Facility on Expiration or Termination. Contractor shall, on or before the expiration or earlier termination of this Agreement, remove all goods and effects of Contractor, repair any damage caused by such removal and surrender and deliver up each Parking Facility, broom clean and in good order, condition and repair, ordinary wear and tear excepted. Any property not removed within seven (7) days after the expiration or earlier termination of this Agreement shall be deemed to have been abandoned by Contractor, and may be retained or disposed of by the City, as the City shall desire.

9. Permitted Uses. The Parking Facilities shall be occupied, maintained, and used by Contractor for the purpose of performing the duties set forth in Paragraph 1 and for providing the Scope of Services. Except for the permitted uses set forth herein, Contractor shall receive prior written approval from the City for all other uses of the Parking Facilities.

10. Improvements to Parking Facilities. Contractor shall not make or permit to be made any alterations or improvements in the Parking Facilities without, in each case, first obtaining prior written consent of the City. All alterations or improvements made to the Parking Facilities by either party shall immediately become the property of the City and shall remain during the Term and upon expiration or earlier termination thereof.

11. Clean-up, Facility Maintenance and Inventory Maintenance. Contractor shall keep the Parking Facilities neat and clean and clear of all rubbish and non-essential items.

12. Notices. Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other shall be in writing and shall be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

CITY:

City of St. Petersburg Procurement and Supply Management P. O. Box 2842 St. Petersburg, FL 33731 Attn: Louis Moore – Director Procurement and Supply Management Phone: 727-893-7027

CONTRACTOR:

13. Severability. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other paragraph or portion of this Agreement.

14. Due Authority. Each party to this Agreement that is not an individual represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing.

15. Assignment. The Contractor shall make no assignment of any of its rights, duties, or obligations under this Agreement without the Citys prior written consent, which consent may be withheld by the City in its sole and absolute discretion. Any assignment of this Agreement contrary to this paragraph shall be void and shall confer no rights upon the assignee.

16. Termination.

A. This Agreement may be terminated at any time by the City for convenience upon sixty (60) days written notice to Contractor.

B. If Contractor or City defaults on any of the terms and conditions of this Agreement and such default continues for a period of thirty (30) days after receiving written notice of such default from the non-defaulting party, in addition to any other rights or remedies available to it, the non-defaulting party will thereupon have the right to terminate this Agreement upon providing the defaulting party five (5) business days prior written notice of its intent to terminate. Notwithstanding the foregoing, the City may terminate this Agreement, upon providing Contractor with ten (10) day notice, if the City determines that the Contractor has failed to comply with any of the terms and conditions of this Agreement related to indemnification, performance bond or insurance coverage.

C. The City may terminate this Agreement as provided in Florida Statute section 287.135.

D. The termination of this Agreement shall terminate the Other Documents.

17. Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida and shall inure to and be binding upon the Parties, their successors and assigns. Venue for any action brought in state court shall be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court shall be in the Middle District of Florida, Tampa Division, unless a division shall be created in St. Petersburg or Pinellas County, in which case the action shall be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

18. Contract Adjustments.

A. Either party may propose additions, deletions or modifications to the Scope of Services (“Contract Adjustments”) in whatever manner such party determines to be reasonably necessary for the proper completion of the services. Proposals for Contract Adjustments shall be submitted to the non-requesting party in a form agreed to by the Parties. Contract Adjustments shall be effected through written amendments to this Agreement made in accordance with this Agreement.

B. Notwithstanding the foregoing, the City shall have the right to terminate this Agreement if Contractor and the City fail to reach an agreement on a Contract Adjustment proposed by the City, or a change in the Management Fee or Final Budgeted Expenses associated with such a Contract Adjustment, within thirty (30) days of the Citys proposal of such Contract Adjustment.

C. There shall be no modification of the Management Fee or Final Budgeted Expenses on account of any Contract Adjustment made necessary or appropriate as a result of the mismanagement, improper act, or other failure of Contractor or its employees, agents or subcontractors to properly perform their obligations and functions under this Agreement.

D. In the event the Contractor proposes a Contract Adjustment and the City does not approve such Contract Adjustment, the Contractor will continue to perform the original Scope of Services in accordance with the terms and conditions of this Agreement.

E. Notwithstanding anything to the contrary contained in this Agreement, there shall be no change in the Management Fee or Final Budgeted Expenses except pursuant to an Amendment to this Agreement made in accordance with this Agreement.

19. Amendment. This Agreement may be amended only in writing executed by the Parties.

20. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, whether oral or written, between them.

21. Compliance with Laws. The Contractor shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations, the federal and state constitutions, and orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including but not limited to Florida laws regarding public records. Contractor hereby makes all certifications required under Florida statute section 287.135. Contractor shall also comply with all applicable City policies and procedures.

22. Third Party Beneficiary. Notwithstanding anything to the contrary contained in this Agreement, persons or entities not a party to this Agreement may not claim any benefit hereunder or as third party beneficiaries hereto.

23. No Liens. Contractor shall not suffer any liens to be filed against any City property by reason of any work, labor, services or materials performed at or furnished to City property, to Contractor, or to anyone using City property through or under Contractor. Nothing contained in this Agreement shall be construed as a consent on the part of the City to subject City property or any part thereof to any lien or liability under any Laws.

24. No Construction Against Preparer of Agreement. This Agreement has been prepared by the City and reviewed by the Contractor and its professional advisors. The City, Contractor and Contractors professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or the Contractor or against the City or the Contractor merely because of their efforts in preparing it.

25. Use of Name. Subject to the requirements of applicable Laws, including but not limited to Florida laws regarding public records, neither party shall use the other partys name in conjunction with any endorsement, sponsorship, assurance, marketing, advertisement, or client list, or any external reference, publication, or disclosure (e.g., outside the City, its departments or agencies or City Council), without the written consent of the named party.

26. Non-appropriation. The obligations of the City as to any funding required pursuant to this Agreement shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City shall not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of the City pursuant to this Agreement.

27. City Consent and Action.

A. For purposes of this Agreement, any required written permission, consent, acceptance, approval, or agreement by the City means the approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

B. For purposes of this Agreement, any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

28. Captions. Captions are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

29. Books and Records. Contractor shall prepare in accordance with generally accepted accounting practice and shall keep, at the address for delivery of notices set forth in this Agreement, accurate books of account. All books and records, including tax returns, with respect to this Agreement shall be kept by Contractor and shall be open to examination or audit by the City for the Term and for the retention periods set forth in the most recent General Records Schedule GS1-SL for the State and Local Government Agencies. Nothing herein shall be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida.

30. Survival. All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations and rights related to indemnification, shall survive such expiration or earlier termination.

31. Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance required hereunder by reason of strikes, lockouts, labor troubles, failure of power, riots, insurrection, war, acts of God, or other reason of like nature not the fault of the party delayed in performing work or doing acts (“Permitted Delay”), such party shall be excused for the period of time equivalent to the delay caused by such Permitted Delay. Notwithstanding the foregoing, any extension of time for a Permitted Delay shall be conditioned upon the party seeking an extension of time delivering written notice of such Permitted Delay to the other party within ten (10) days of the event causing the Permitted Delay.

32. No Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Agreement shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the Citys consent respecting any action by Contractor shall not constitute a waiver of the requirement for obtaining the Citys consent respecting any subsequent action.

33. Permits and Licenses. Contractor shall be responsible for obtaining any and all necessary permits, licenses, certifications and approvals which may be required by any government agency in connection with Contractors performance of this Agreement. Upon request of the City, the Contractor shall provide the City with written evidence of such permits, licenses, certifications and approvals.

34. Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by and against the Parties, their heirs, personal representatives, successors, and assigns, including successors by way of reorganization.

35. Subcontract. Unless and to the extent otherwise provided in this Agreement, the hiring or use of outside services or subcontractors in connection with the performance of Contractors obligations under this Agreement shall not be permitted without the prior written approval of the City, which approval may be withheld by the City in its sole and absolute discretion. Contractor shall promptly pay all subcontractors and suppliers. Any subcontracting, if permitted by the City, shall be subject to all the terms and conditions and other provisions of this Agreement. Notwithstanding any such subcontracting, Contractor shall remain obligated and responsible to the City for the performance of all terms and conditions and other provisions of this Agreement.

36. Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that nothing contained herein, nor any acts of the Parties, shall be deemed to create any relationship between the Parties other than the relationship of independent contractors and principals of their own accounts.

37. Guarantee of Performance and Payment. To guarantee Contractor’s faithful performance of this Agreement and Contractor’s timely payment to each person performing labor and providing materials in connection with this Agreement, Contractor shall provide City with one of the following forms of security at all times during the Term:

A. Contractor may furnish the City with a performance and payment bond, in a form approved by the City Attorney’s Office, that is executed by a surety company duly authorized to do business in the State of Florida. The amount of the performance and payment bond shall be $1,000,000. The surety must be duly authorized to do business in the State of Florida and have a rating no lower than “A-, VIII” by A.M. Best rating agency or a similar rating agency approved by the City.

B. Contractor may submit to the City an irrevocable letter of credit in an amount of $_________. If Contractor submits such an irrevocable letter of credit, the letter of credit must be in a form approved by the City Attorney’s Office and automatically renew for one year on each anniversary of the Effective Date, unless (i) earlier released by City or (ii) at least sixty (60) days before the upcoming anniversary of the Effective Date, the issuer of the letter of credit delivers written notice to City and Contractor that the letter of credit will not be renewed. In the event of such non-renewal, Contractor must furnish an alternative form of security in accordance with this section 37.

C. Contractor may submit to the City a cash deposit of $_________ to be placed by the City in a Qualified Public Depository, as defined in Florida Statutes section 280.02(26), provided, however, that the City is the sole signatory of the account and further, provided that the account cannot be closed or changed without the City’s authorization. Any interest generated in this account will belong to Contractor.

38. Personnel.

A. Staff. Contractor shall hire such staff as shall be necessary and proper to carry out the terms and conditions of this Agreement. Contractor may subcontract security services subject to the requirements set forth in this Agreement. Contractor shall be responsible for conducting all necessary background checks (including but not limited to criminal background checks) on its employees and for directing its subcontractors to conduct all necessary background checks on subcontractors’ employees. Neither Contractor nor its staff (e.g. employees, agents, representatives or subcontractors) shall be employees of the City under the meaning or application of any Laws, including but not limited to unemployment insurance or workers’ compensation laws. Contractor shall assume all liabilities and obligations imposed by any Law with respect to its staff. Contractor and its staff shall have no authority to act as an agent of the City and shall not hold itself out as such.

B. Management. Contractor shall obtain the City’s approval of all key personnel assigned to provide services in accordance with this Agreement. Contractor shall also obtain the City’s approval of any change in its key personnel. Approval may be withheld by the City in its sole and absolute discretion. In the event any key personnel ceases to be employed by Contractor, Contractor may appoint a temporary replacement for such key personnel without the City’s approval for a period of thirty (30) days.

C. Removal. The City reserves the right to require Contractor to replace any persons performing work pursuant to this Agreement, including but not limited to Contractors employees and any affiliates or subcontractors employees, whom the City judges to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the City.

39. Addition and Deletion of Parking Facilities. The City reserves the right to add additional parking facilities or lots and delete any Parking Facility during the Term without penalty. The City shall give Contractor thirty (30) days written notice of any additions and deletions. The contract adjustment procedure set forth in this Agreement shall apply to this paragraph.

40. Signage and Advertisements. There shall be no signs or advertisements placed on any portion of the Parking Facilities without City approval, excluding directional signs. All advertisements located at the Parking Facilities, excluding advertisements associated with City events not exceeding thirty (30) days in duration, shall require City approval. All signage shall comply with all applicable Laws.

41. Naming Rights. The City reserves the right to select naming partners and collect all monies associated with any naming rights for the Parking Facilities.

42. Management Fee during Default. During any period of time in which the Contractor is in default of this Agreement, and has been given notice to “cure” pursuant to this Agreement and has failed within thirty (30) days to cure or commence curative measures and diligently pursue such measures, the payment of the Management Fee shall be postponed. The postponed fee shall be paid when the default has been cured, provided such fee is otherwise due and required to be paid by the City pursuant to this Agreement.

43. Grand Prix Race Agreement and Grand Prix Race Event.

A. Grand Prix Race Agreement: This Agreement is subject to current and future agreements with third parties for the conduct of racing events in downtown St. Petersburg (any such agreement hereinafter referred to as “Grand Prix Race Agreement”) and all rights (exclusive rights and other rights) and authority granted thereunder, including but not limited to rights related to use of the Al Lang Field Parking Lot. Without limiting the generality of the foregoing, the Contractor acknowledges and agrees that (i) Al Lang Field Parking Lot and Contractor’s business operations will be impacted by Race Events and other activities that will occur before, during and after Race Events (e.g., construction, set-up and tear down activities), and (ii) that Al Lang Field Parking Lot will be closed to the general public for certain periods of time in connection with Race Events (although ticket holders for Race Events may have access to Al Lang Field Parking Lot). In the event of a conflict or ambiguity between this Agreement and any Grand Prix Race Agreement, the Grand Prix Race Agreement shall prevail. As used herein, the terms “Race Event,” “Race Area”, “Race Promotor” and “Race Period” shall have the meanings set forth in the Grand Prix Race Agreement.

B. Grand Prix Race Event: In the absence of a written agreement between the Contractor and Race Promoter which specifically provides otherwise, the Contractor shall comply with the following regulations pertaining to Al Lang Field Parking Lot during Race Events, and such other regulations as may be imposed by the City from time to time.

1.) Temporary outdoor uses are prohibited.

2.) All uses, including but not limited to retail and food uses, operating from temporary or portable structures or vehicles such as semi-trailers, step vans, recreational or other vehicles with cooking facilities, are prohibited.

3.) Sale or distribution of food or any other item outside the interior premises is prohibited.

4.) Temporary structures, including tents, shall not be erected and are prohibited.

5.) Temporary signs, including signs on vehicles and buildings, visible from a street right-of-way and/or the Race Area are prohibited. Any sign erected shall be a permanent sign which has received the required permits.

6.) Streamers, pennants, banners and inflatables, located within Al Lang Field Parking Lot, which are visible from any street right-of-way and/or the Race Area are prohibited.

44. City, Community and Special Events. Recognizing the City’s intent for the Parking Facilities to continue to be a location for parking for the City, community and special events and activities, Contractor shall allow the Parking Facilities to be used for all City, community and special events and activities designed by the City.

45. Payment of Taxes. Contractor shall cause to be paid, before they become delinquent, all taxes (including but not limited to ad valorem taxes), assessments, excises, levies, licenses, permit fees and other charges, of any kind or nature whatsoever and of which Contractor has written notice, which are levied, assessed, charged or imposed by any public or quasi-public authority or which accrue, become due and payable out of or on account of, or become a lien on, the Parking Facilities or any portion thereof, improvements now or hereafter situated thereon, or the furniture, fixtures and equipment or other personal property appurtenant thereto. Contractor may, however, with written approval from the City, challenge any tax, assessment, excise, levy, license, permit fee or other charge.

46. Appendices. Each appendix to this Agreement, including all attachments to each appendix is an essential part hereof and is incorporated herein by reference.

47. Hazardous Materials.

A. Contractor shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any “Hazardous Material” (as hereinafter defined) or permit any of Contractor’s employees, agents, representatives, contractors or subcontractors to engage in such activities. However, the foregoing shall not prohibit the transportation to and from, and use, storage, maintenance and handling within the Parking Facilities of substances customarily used in the management and operation of the Parking Facilities, provided: (a) such substances shall be used and maintained only in such quantities as are reasonably necessary for the management and operation of the Parking Facilities, strictly in accordance with applicable Laws, highest prevailing standards, and the manufacturers= instructions therefore; (b) such substances shall not be disposed of, released or discharged at the Parking Facilities, and shall be transported to and from the Parking Facilities in compliance with all applicable Laws; (c) if any applicable Laws or the City=s trash removal provider requires that any such substances be disposed of separately from ordinary trash, Contractor shall make arrangements at Contractor=s expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by the City); (d) any such substances shall be completely, properly and lawfully removed from the Parking Facilities upon expiration or earlier termination of this Agreement; and (e) for purposes of removal and disposal of any such substances, Contractor shall be named as the owner and generator, obtain a waste generator identification number, and execute all permit applications, manifests, waste characterization documents and any other required forms. The term “Hazardous Material” shall mean any chemical, substance, material or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous or toxic chemical, substance, material or waste or component thereof by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community A right-to-know@ requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of a material safety data sheet (“MSDS”).

B. Contractor shall immediately notify the City of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Material at the Parking Facilities or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party relating to any loss or injury resulting from any Hazardous Material at the Parking Facilities, (iii) any release, discharge or improper or unlawful disposal or transportation of any Hazardous Material on or from the Parking Facilities or in violation of this paragraph, and (iv) any matters where Contractor is required by applicable Laws to give a notice to any governmental or regulatory authority respecting any Hazardous Material at the Parking Facilities. At such times as the City may request, Contractor shall provide the City with a written list, certified to be true and complete, identifying any Hazardous Material then used, stored, or maintained upon the Parking Facilities, the use and approximate quantity of each such material, a copy of any MSDS issued by the manufacturer therefore, and such other information as the City may require or as may be required by applicable Laws.

C. If any Hazardous Material is released, discharged or disposed of by Contractor or its employees, agents, representatives, contractors or subcontractors in violation of this paragraph, Contactor shall immediately, properly and in compliance with applicable Laws notify the proper authorities as required by applicable Laws, notify the City, cleanup and remove the Hazardous Material from the Parking Facilities and any other affected property and clean or replace any affected personal property (whether or not owned by the City), at Contractor=s expense (without limiting the City=s other remedies therefore). Such cleanup and removal work shall be subject to the City=s prior written approval (except in emergencies) and shall include, without limitation, any testing, investigation, preparation and implementation of any remedial action plan required by any court or governmental body having jurisdiction or required by the City. In the event the City elects in its sole discretion to have any testing, investigation and/or cleanup (including but not limited to preparation and implementation of a remedial action plan) performed by a City provider (or providers), Contractor shall assist the provider(s) with such testing, investigation and/or cleanup as directed by the provider(s) and the City and promptly pay the provider(s) the total amount charged by the provider(s) in connection with the testing, investigation and cleanup. If the City or any governmental body arranges for any tests or studies showing that this paragraph has been violated, Contractor shall pay for the costs of such tests. Nothing contained in this paragraph shall limit or otherwise affect Contractor=s indemnity obligations set forth in this Agreement.

48. Use Agreements.

A. Parties to Use Agreements. All use agreements shall be entered into between Contractor (in its own name) and the user, unless otherwise directed by the City. The term use agreement shall mean an agreement for use of any Parking Facility, or any portion thereof, with a maximum term not to exceed one (1) year.

B. Negotiation and Terms and Conditions. Contractor shall be responsible for negotiating the terms and conditions of all use agreements, provided that such terms and conditions are consistent with this Agreement, and further provided that Contractor shall ensure that all use agreements require the user to (i) name the Indemnified Parties as additional insured on all insurance required to be obtained by user pursuant to the use agreement, and (ii) defend and indemnify the Indemnified Parties against any and all claims related to user’s use of the Parking Facilities.

C. Use Agreements Assignable to City. All use agreements shall be assignable to the City or an entity designated by the City, at the City’s option. All use agreements shall incorporate language to carry out this provision. Contractor shall not enter into a use agreement that provides for automatic assignment of such use agreement to the City upon expiration or earlier termination of this Agreement.

D. Approval. Contractor shall be required to obtain the City’s prior written approval of each use agreement. Notwithstanding the foregoing, Contractor may enter into a month-to-month individual parking use agreement provided that Contractor is using a form agreement that has been approved by the City.

49. Contracts, Leases and Purchases of Goods and Services.

A. Approval. Except as provided below and provided that Contractor is otherwise acting in accordance with this Agreement, Contractor shall not be required to obtain the City's prior written approval of contracts for goods or services, leases of goods or services, or purchases of goods or services arising out of or related to Contractor’s performance of this Agreement.

1. Contractor shall obtain the City's prior written approval of contracts for goods or services involving a non-Final Budgeted Expenses item, cost, or expense, leases of goods or services involving a non-Final Budgeted Expenses item, cost, or expense, and purchases of goods or services involving a non-Final Budgeted Expenses item, cost, or expense; and

2. Contractor shall obtain the City's prior written approval of each contract for goods or services exceeding one (1) year in duration or extending beyond the expiration date of this Agreement and of each lease of goods or services exceeding one (1) year in duration or extending beyond the expiration date of this Agreement. Multi-year contracts and leases may by applicable Laws also require City Council approval. If City Council approval is required, the proposed contract or lease shall be brought forward by the City as an item on the City Council agenda.

B. Negotiation. All contracts and leases for and purchases of any goods or services shall be negotiated by Contractor, or as the City may elect, by the City and contracting party, unless the City otherwise specifics.

C. Parties to Contracts and Leases. Contracts or leases for goods or services shall be between Contractor and the contracting party, unless the City otherwise specifies. The City may enter into contracts or leases for goods or services with the contracting party but shall provide Contractor with notice that it has entered into such contracts or leases.

D. Contracts and Leases Assignable to City. All contracts and leases for goods or services between Contractor and the contracting party shall be assignable to the City, or an entity designated by the City, at the City's option. All such contracts and leases shall incorporate language to carry out this provision. Contractor shall not enter into a contract or lease for goods or services that provides for automatic assignment of such contract or lease to the City upon expiration or earlier termination of this Agreement, unless Contractor obtains the City's prior written approval of such contract or lease.

E. Contracts and Leases Assignable to Contractor. Any contract or lease for goods or services between the City and the contracting party arising out of or related to this Agreement or the Parking Facilities may be assignable to Contractor.

50. No Right to Pledge, Encumber or Cause the City to Assume Liability. Contractor shall have no right or authority to pledge or encumber the credit of the City. Contractor shall have no right or authority to cause the City to assume liability for any contract, lease, purchase or other agreement without Approval, as applicable.

51. Living Wage. The living wage requirements set forth in St. Petersburg City Code Chapter 2, Article V, Division 8, as those requirements may be amended from time to time, (collectively, the “Living Wage Requirements”) are hereby incorporated into this Agreement. Accordingly, where applicable, Contractor shall (i) pay its employees for any hours worked pursuant to this Agreement in accordance with the Living Wage Requirements; (ii) comply with prohibitions on retaliation and discrimination set forth in the Living Wage Requirements; (iii) comply with the provisions for enforcement and construction set forth in the Living Wage Requirements; (iv) provide required reports and certification to the City in accordance with the Living Wage Requirements. Contractor must comply with the Living Wage Requirements set forth in St. Petersburg City Code, Chapter 2, Article V, Division 8, as those requirements may be amended from time to time.

52. Public Records.

A. Contractor shall (i) keep and maintain public records (as defined in Florida’s Public Records law) required by the City to perform the services pursuant to this Agreement; (ii) upon request from the City Clerk’s Office, provide the City (at no cost to the City) with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided under Florida’s Public Records law or other applicable Laws; (iii) ensure that public records in Contractor’s possession that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by applicable Laws for the Term and after the expiration or earlier termination of this Agreement; and (iv) after the expiration or earlier termination of this Agreement, at the City’s request, either transfer, at no cost, to the City all public records in Contractor’s possession within ten (10) days following the City’s request and/or keep and maintain any public records required by the City to perform the services pursuant to this Agreement. If Contractor transfers all public records to the City upon the expiration or earlier termination of this Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon the expiration or earlier termination of this Agreement, Contractor shall meet all applicable requirements for retaining public records in accordance with this Agreement and all applicable Laws. At the City’s request, all public records stored electronically by Contractor shall be provided to the City in a format approved by the City.

B. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY CLERK’S OFFICE (THE CUSTODIAN OF PUBLIC RECORDS) AT (727) 893-7448, CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST. PETERSBURG FL 33701.

C. Nothing contained herein shall be construed to affect or limit Contractor’s obligations including but not limited to Contractor’s obligations to comply with all other applicable Laws and to maintain books and records pursuant to this Agreement.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the day and date first above written.

______________________________: WITNESSES

Title: _________________________

CITY OF ST. PETERSBURG, FLORIDA

By: ___________________________________ Print: _________________________________ Title: __________________________________

ATTEST:

(SEAL)

City Clerk (Designee)

Provisions of Contract Approved: Approved as to Form and Content:

(Acknowledgment of Contractor)

State of _________________) County of _______________) ss:

City of __________________)

The foregoing Agreement was acknowledged before me this ____ day of _______________, _____, by____________________________________________________________________________ (Name and Title) of ______________________________ (“Company”), on behalf of the Company. He/She is personally known to me or has produced ______________________________________, as identification and appeared before me at the time of notarization.

_____________________________ warrants that he/she is authorized by the Company to execute the foregoing Agreement.

NOTARY PUBLIC:

(SEAL)

My commission expires: __________________________