AGR-7254.A - AMERIPARK, LLCDocuSi n Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
AQ'R-?a5LV. A
PARKING MANAGEMENT AGREEMENT
The followinIZ abstract terms apply within this Agreement:
Owner's Name
City of Orange
Location Address
300 E. Chapman Ave
Orange, CA 92866
Owner's Authorized Representative
Aaron Schulze
Owner's Address for Notices
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
Manager
Ameripark, LLC
Manager's Authorized Representative
Maria Mendiola
Scope
Self -Park
DocuSi n Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
PARKING MANAGEMENT AGREEMENT
The followinIZ abstract terms apply within this Agreement:
AQ'R-?a5LV. A
DocuSirgn Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
PARKING MANAGEMENT AGREEMENT
This Agreement entered into this 2411 day of August 2022, by and between CITY OF ORANGE, a
municipal corporation organized and existing under the laws of the State of California ("Owner") and
AMERIPARK, LLC, organized and existing under the laws of the State of Georgia ( "Manager").
WHEREAS, Owner now owns a parking facility containing 608 parking spaces located at 130 N.
Lemon Street, Orange, CA 92866 ("Premises") and desires Manager to manage and operate the parking
services on the Premises.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
undertakings herein set forth, the parties hereto hereby agree as follows:
1. Definitions.
a. "Gross Revenue" means all revenue, whether hourly, daily or monthly, collected by the
Owner or Manager in connection with the operation of the Premises, including the value
of all discounted, validated and free parking granted by Owner from the parking of vehicles
in the Premises, as well as income from vending machines, pay telephone commissions,
and other income approved by Owner, but excluding Taxes and credit card fees or other
similar charges. Any Gross Revenue collected directly by Owner shall be accurately
reported to Manager.
b. "Taxes" means all transaction value, sales and any other taxes, rates, charges or
assessments levied, rated, charged or assessed or required to be collected or paid (or both
DocuSirgn Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
PARKING MANAGEMENT AGREEMENT
This Agreement entered into this 2411 day of August 2022, by and between CITY OF ORANGE, a
municipal corporation organized and existing under the laws of the State of California ("Owner") and
AMERIPARK, LLC, organized and existing under the laws of the State of Georgia ( "Manager").
WHEREAS, Owner now owns a parking facility containing 608 parking spaces located at 130 N.
Lemon Street, Orange, CA 92866 ("Premises") and desires Manager to manage and operate the parking
carvirac nn the Pramicac
3. Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency,
partnership, joint venture or other form of joint enterprise, employment or fiduciary
relationship between the parties, and neither party shall have authority to contract.for or bind
the other party in any manner whatsoever.
4. Term. The term of this Agreement shall commence on August 30, 2022 and shall continue for
a period of approximately one month ending September 30, 2022, unless either party terminates
the Agreement as described in Section 5.
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Termination. Each party shall have the right to terminate this Agreement in the event the other
party has failed to perform any of the material terms and conditions specified herein, if written
notice of such failure has been provided in writing in accordance with Section 26 and that party
has not corrected such failure within thirty (30) days, or such additional time as is reasonably
necessary, of its receipt of written notice. In the event of such termination, this Agreement
shall terminate immediately upon the passage of the notice period or cure period if such failure
is not cured and all undisputed compensation and other undisputed fees invoiced in writing
shall be paid through the termination date.
a. Failure to Receive Permits. Manager shall have the right to immediately terminate this
Agreement in the event that, for whatever reason, Manager is unable to secure and/or
maintain all necessary licenses and permits required by governmental agencies to operate
a parking operation on the Premises as determined by Manager in its sole discretion.
Manager shall incur no additional liability or penalty as a result of such termination.
b. Deficiencies. In the event Owner fails to satisfy contractual deficiencies within five (5)
calendar days from receipt of Manager's written notice thereof, Manager, without prejudice
to any other right or remedy, shall have the right to take whatever steps it deems necessary
to correct the deficiencies and charge the costs thereof to Owner, which shall be liable for
payment of same, including reasonable attorneys' fees.
c. Remedies. In the event Owner fails to comply with a material obligation under this
Agreement, Manager, without prejudice to any other right or remedy, shall have the right
to terminate the applicable Services and, to the extent the cost of completing the Services
plus reasonable attorneys' fees incurred by Manager as a result of terminating the Services
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Termination. Each party shall have the right to terminate this Agreement in the event the other
party has failed to perform any of the material terms and conditions specified herein, if written
notice of such failure has been provided in writing in accordance with Section 26 and that party
has not corrected such failure within thirty (30) days, or such additional time as is reasonably
necessary, of its receipt of written notice. In the event of such termination, this Agreement
shall terminate immediately upon the passage of the notice period or cure period if such failure
is not cured and all undisputed compensation and other undisputed fees invoiced in writing
shall be paid through the termination date.
7. Operating Expenses. Except as otherwise agreed to in this Agreement, all Operating Expenses
shall be the sole responsibility of the Manager.
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8. Fees.
a. Manager agrees to provide Owner the services set forth herein for the following Fees
(collectively referred to as "Management Fee"): $48.00 per labor hour.
b. The total Management Fee payable to Manager shall not exceed SIX THOUSAND and
00/100 DOLLARS ($6,000.00).
9. Deposit of Gross Revenue. If applicable, Manager shall deposit the Gross Revenue collected
daily into Owner's bank account.
10. Payment of Management Fee. Manager's Management Fee shall be payable as follows:
within thirty (30) days of the conclusion of the Services, Manager shall provide Owner with an
accounting of the personnel and labor hours attributed to the Services for which Owner agrees
to remit payment within 30 days of receipt of invoice.
11. Capital Improvements. Intentionally Omitted.
i
12. Indemnification.
a. Owner Indemnification. Owner hereby indemnifies and defends, protects and holds each
of Manager, any direct or indirect officer, director, manager, partner, shareholder, trustee,
beneficiary, owner, employee, agent or representative of Manager (collectively, the
"Manager Indemnified Parties") harmless from and against all claim, liability, loss expense
or damage (including reasonable attorney's fee) actually suffered or incurred by such
Manaaer Indemnified Parties that arises out of or relates to any structural faults of the
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8. Fees.
a. Manager agrees to provide Owner the services set forth herein for the following Fees
(collectively referred to as "Management Fee"): $48.00 per labor hour.
b. The total Management Fee payable to Manager shall not exceed SIX THOUSAND and
00/100 DOLLARS ($6,000.00).
9. Deposit of Gross Revenue. If applicable, Manager shall deposit the Gross Revenue collected
revenue, or profit, loss or compromise of any data, or for any consequential, incidental,
indirect, exemplary, special, or punitive damages whether arising out of breach of contract,
tort (including negligence), or otherwise, regardless of whether such damage was
foreseeable and whether or not manager has been advised of the possibility of such
damages, and notwithstanding the failure of any agreed or other remedy of its essential
purpose.
b. In no event shall Manager's aggregate liability arising out of or related to this Agreement,
whether arising out of or related to breach of contract, tort (including negligence), or
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otherwise, exceed the aggregate amounts paid to Manager pursuant to the applicable
statement of work in the 12 month period preceding the event giving rise to the claim.
c. Limitation of Liability for Infringement. For purposes of clarification and
notwithstanding anything to the contrary provided under this Agreement, Owner
acknowledges and agrees that Manager shall not be liable to Owner or any third party, and
has no obligation to defend, indemnify or hold harmless Owner or any of its employees,
agents or subcontractors, for damages arising out of or resulting from or in any way related
to any claim or allegation that any equipment, device or technology, whether provided by
Manager, Owner or a third party, or the use or operation of that equipment, device or
technology at the Premises or in the provision of services, infringes upon or
misappropriates the patent, copyright, trademark, trade secret rights or other intellectual
property or proprietary rights of a third party.
14. Confidentiality.
a. From time to time during the Term of this Agreement, either Party (as the "Disclosing
Party") may disclose or make available to the other Party (as the "Receiving Party"), non-
public, proprietary, and confidential information of Disclosing Party that is summarized in
writing and confirmed as confidential ("Confidential Information"); provided, however,
that Confidential Information does not include any information that: (a) is or becomes
generally available to the public other than as a result of Receiving Party's breach of this
Section; (b) is or becomes available to the Receiving Party on a non -confidential basis from
a third -party source, provided that such third party is not and was not prohibited from
disclosing such Confidential Information; (c) was in Receiving Party's possession prior to
r)ierincinv Pnrtv'c HicrincnrP. hP.rP.nndP..r- or (d) wac or is indenendently developed by
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otherwise, exceed the aggregate amounts paid to Manager pursuant to the applicable
statement of work in the 12 month period preceding the event giving rise to the claim.
c. Limitation of Liability for Infringement. For purposes of clarification and
notwithstanding anything to the contrary provided under this Agreement, Owner
acknowledges and agrees that Manager shall not be liable to Owner or any third party, and
has no obligation to defend, indemnify or hold harmless Owner or any of its employees,
agents or subcontractors, for damages arising out of or resulting from or in any way related
to any claim or allegation that any equipment, device or technology, whether provided by
or other remedy.
Except as otherwise required by the California Public Records Act, if requested by
Disclosing Party at any time, the Receiving Party will promptly return or destroy all
Confidential Information received under this Agreement, and all copies, extracts and other
objects or items in which such Confidential Information may be contained or embodied,
and certify in writing that it has complied with this requirement. Notwithstanding the
foregoing, Receiving Party shall be permitted to retain one copy of all such written material
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DocuSign Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
solely to be kept in the files of its legal department (or otherwise in its archives), on a
confidential basis, and in accordance with the terms of this Agreement.
15. Contamination. Manager shall not be liable in any manner whatsoever for any soil
contamination, if any, now or in the future on the Premises. Owner agrees to defend, indemnify,
and hold Manager harmless from and against any and all actions, costs, claims, losses, expenses
and/or damages arising in connection with any such contamination. Further, Manager shall not
be liable for any structural faults or defects in the Premises or actions that result therefrom.
16. Insurance. Prior to the commencement of this Agreement and at all times during the term
hereof, Manager agrees to maintain, or cause to be maintained with financially sound and
reputable insurers insurance coverages listed below.
a. The Owner shall be included as an additional insured on all such applicable policies:
Workers Compensation. Worker's Compensation insurance as required by
California law.
General Liability. Comprehensive General Liability insurance on an occurrence form
basis with limits of one million dollars ($1,000,000) per occurrence with an annual
aggregate limit of two million dollars ($2,000,000).
iii. Umbrella Liability. Umbrella liability insurance with an annual aggregate limit of
five million dollars ($5,000,000) which policy shall include, without limitation,
coverage of liability for matters insured against by the policy described in this Section.
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solely to be kept in the files of its legal department (or otherwise in its archives), on a
confidential basis, and in accordance with the terms of this Agreement.
15. Contamination. Manager shall not be liable in any manner whatsoever for any soil
contamination, if any, now or in the future on the Premises. Owner agrees to defend, indemnify,
and hold Manager harmless from and against any and all actions, costs, claims, losses, expenses
and/or damages arising in connection with any such contamination. Further, Manager shall not
be liable for any structural faults or defects in the Premises or actions that result therefrom.
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procedures books of account and records that properly reflect the Gross Revenue, labor hours,
and expenses. These books and records may be kept at Manager's place of business, but shall
be open for inspection upon ten (10) days' prior notice by Owner or its duly authorized
representative within three years after the expiration of each year; provided, however,
notwithstanding any other provision of this Agreement to the contrary, Owner shall have no right
to audit or contest any past records more than twelve (12) months following the completion of any
year during the term of this Agreement.
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18. Audit. Manager will provide to Owner, and any Person designated by Owner, access to
Manager's personnel and to Manager's operating facilities for the purpose of performing audits
and inspections of Manager's operation, Manager's personnel and/or any of the relevant
information relating to the Services being performed under this Agreement. Such audits,
inspections and access may be conducted to: (a) verify the accuracy of charges and invoices;
(b) examine Manager's performance of the Services; (c) monitor compliance with the terms of
this Agreement; and (d) any other matters reasonably requested by Owner.
19. Record Retention. After expiration or termination of this Agreement, Manager will retain all
financial transaction and inspection records for a period of twelve (12) months.
20. Security. Owner expressly acknowledges that the Manager's obligations in connection with
the management, operation and promotion of the premises and employment of persons in
connection therewith, do not include the rendition of service, supervision, or furnishing of
personnel in connection with the personal safety and security of employees, tenants, customers,
or other persons within and about the Premises. Manager does not have knowledge or expertise
as a guard or security service, and does not employ personnel for that purpose, nor do
Manager's employees undertake the obligation to guard or protect customers against the
intentional acts of third parties. Owner shall determine, at Owner's discretion, whether and to
what extent any precautionary warnings, security devices, or security services may be required
to protect patrons in and about the Premises.
21. PCI-Security Compliance. Manager shall provide all revenue control equipment and related
hosting and other systems necessary to service the Premises and perform the Services
(collectively, the "Systems"). Manager represents and warrants to Owner that its Systems shall
he nt all times rinrinc, this Agreement rmmnlinnt with the then-nrevailing industry standards
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18. Audit. Manager will provide to Owner, and any Person designated by Owner, access to
Manager's personnel and to Manager's operating facilities for the purpose of performing audits
and inspections of Manager's operation, Manager's personnel and/or any of the relevant
information relating to the Services being performed under this Agreement. Such audits,
inspections and access may be conducted to: (a) verify the accuracy of charges and invoices;
(b) examine Manager's performance of the Services; (c) monitor compliance with the terms of
this Agreement; and (d) any other matters reasonably requested by Owner.
19. Record Retention. After expiration or termination of this Agreement, Manager will retain all
have against Owner with respect thereto, including for any adverse impact upon Gross
Revenue arising therefrom. Manager shall provide Owner with a certificate of attestation
of compliance of the Systems with the Standards from the Manager's Qualified Security
Assessor on an annual basis, or upon request, if so requested by Owner.
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22. General Provisions:
a. Entire Agreement. This Agreement, including and together with any related Statements
of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire
agreement of the parties with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, regarding such subject matter. The parties acknowledge and agree
that if there is any conflict between the terms and conditions of this Agreement and the
terms and conditions of any Statement of Work, the terms and conditions of this Agreement
shall supersede and control.
b. Non -Waiver. No failure of either party to exercise any power given to it hereunder, or to
insist upon strict compliance by the other party of its obligation herein, and no custom or
practice of the parties at variance with the terms hereof shall constitute a waiver of that
parry's right to demand exact compliance with the term hereof.
Construction and Enforceability. This Agreement has been fully negotiated between the
parties and shall be construed without regard to any presumption or rule of law or equity
regarding construction of this Agreement against the party causing this Agreement to be
drafted or prepared. If any clause or provision of this Agreement is illegal, invalid or
unenforceable under applicable present or future laws or regulations effective during the
term of this Agreement, the remainder of this Agreement shall not be affected.
d. Blue Pencil. In lieu of each clause or provision of this Agreement which is illegal, invalid
or unenforceable, there shall be added as a part of this Agreement a clause or provision as
naarly irlantiral ac rnav he. nnccihle and ac may he legal_ valid and enforceable.
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22. General Provisions:
a. Entire Agreement. This Agreement, including and together with any related Statements
of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire
agreement of the parties with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, regarding such subject matter. The parties acknowledge and agree
that if there is any conflict between the terms and conditions of this Agreement and the
terms and conditions of any Statement of Work, the terms and conditions of this Agreement
_1__11 .....-,..... ,..],. ,....A ,......a....l
in it nor any of its officers;' directors or managing members is a person or entity with
whom U.S. persons or entities are restricted from doing business under regulations of the
Office of Foreign Asset control ("OFAC") of the U.S. Department of the Treasury
(including those named on OFAC's Specially Designated and Blocked Persons List) or
under any statute, executive order (including Executive Order 13224 (the "Executive
Order") signed on September 24, 2001 and entitled "Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"),
or other governmental action, (ii) that its activities do not violate they International Money
Laundering Abatement and Financial Anti -Terrorism Act
7
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DocuSign Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
of 2001 or the regulations or orders promulgated thereunder (as amended from time to
time, the "Money Laundering Act"), and (iii) that throughout the term of this Agreement,
it shall comply with the Executive Order and with the Money Laundering Act.
Force Majeure. The Manager shall not be liable or responsible to Owner, nor be deemed
to have defaulted or breached this Agreement, for any failure or delay in fulfilling or
performing any term of this Agreement when and to the extent such failure or delay is
caused by or results from acts or circumstances beyond the reasonable control of Manager
including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental
actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts,
riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-
outs, strikes or other labor disputes (whether or not relating to either party's workforce), or
restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate
or suitable materials, materials or telecommunication breakdown or power outage,
provided that, if the event in question continues for a continuous period in excess of 10
days, Owner shall be entitled to give notice in writing to Manager to terminate this
Agreement.
23. Assignment. Neither party may assign or transfer any of its rights or obligations under this
Agreement to any person without the express prior written consent of the other party; provided,
however, that either party may, without the consent of the other, assign this Agreement, its
rights, and obligations hereunder to an Affiliate, or in connection with the transfer or sale of all
or substantially all of its business related to this Agreement, or in the event of its merger,
consolidation, change in control or similar transaction. For purposes of this section, Affiliate
shall mean any entity that is controlled by such partyor is under common control with such
party.
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of 2001 or the regulations or orders promulgated thereunder (as amended from time to
time, the "Money Laundering Act"), and (iii) that throughout the term of this Agreement,
it shall comply with the Executive Order and with the Money Laundering Act.
Force Majeure. The Manager shall not be liable or responsible to Owner, nor be deemed
to have defaulted or breached this Agreement, for any failure or delay in fulfilling or
performing any term of this Agreement when and to the extent such failure or delay is
caused by or results from acts or circumstances beyond the reasonable control of Manager
including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental
ant;nnc xx,ar ;nuac;nn nr hnct;l;t;ac (xuhether war is rier.lnrerl or nntl terrorist threats or acts.
1740 Cesar Chavez Street, Suite 2W
San Francisco, CA 94124
AmeriPark, LLC
Attn: Legal Department
RE: C 2022- 44495
78 SW 7"' Street
5'' Floor
Miami, FL 33130
Docu&(�n Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
With a copy to: legalnotices@reeftechnology.com
OWNER: Attn: Aaron Schulze
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
26. Severability. If any provision contained in this Agreement is found by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, it shall be deemed severed
from this Agreement and the remaining provisions of this Agreement shall not be in any way
affected or impaired thereby and shall continue in full force and effect.
27. Modifications. No amendment to or modification of this Agreement is effective unless it is in
writing and signed by each party.
28. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an
original, but all of which together are deemed to be one and the same agreement.
Notwithstanding anything to the contrary, a signed copy of this Agreement delivered by
facsimile, email, or other means of electronic transmission is deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and
year first above written.
MANA(_FT2• AmnriParlr TTP nWNVP- CitvnfOrnnue_amunicipalcorporation
Docu&(�n Envelope ID: A75BE95E-D198-42E8-AFD5-99C4649B2E6C
With a copy to: legalnotices@reeftechnology.com
OWNER: Attn: Aaron Schulze
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
26. Severability. If any provision contained in this Agreement is found by a court of competent
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0
DocuSgn Envelope ID: A75BE95E-D198-42EB-AFD5-99C4649B2E6C
Exhibit A
Scone of Work
Self -Parkin
Standards. The Services will be performed in a workmanlike manner in accordance with the
standards imposed by applicable law and the practices and standards used in well managed
operations performing services similar to the Services in this Agreement. Manager agrees to
manage the operation in accordance with the terms of this Agreement and any reasonable
written regulation established by Owner for the Premises and provided to the Manager.
Specifically Manager shall do the following:
a. Manage and operate self -park operations at the Premises
b. Clean and Maintain the Premises in compliance with the "operating plan" which shall
include removing trash, broken glass and other debris from the Premises and dispose in
dumpster on the Premises. Owner understands, however, and agrees that Manager is not
responsible for the physical parking structure, pavement, asphalt, structural integrity and
other physical aspects of the facility.
c. Coordinate with Owner for major repair
d. Furnish personnel for the operation of the Premises
e. Collect parking receipts, if any, and make disbursements as hereinafter provided
f. Account for parking receipts, if any, and disbursements as hereinafter provided
g. Consult with Owner on parking matters related to the Premises
h. Report any hazardous conditions to Owner
i. Market the Premises for self -park operations
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Exhibit A
Scone of Work
Self -Parkin
1. Standards. The Services will be performed in a workmanlike manner in accordance with the
standards imposed by applicable law and the practices and standards used in well managed
operations performing services similar to the Services in this Agreement. Manager agrees to
mnnnaP tha nnPratinn in nrr.nrrlanre with the terms of this a eement and any reasonable
responsibility and authority to address issues relating to the ervices.
3. Hours of Operation and Parking Rates. Hours of operation and Parking Rates shall be
approved by Owner and provided to Manager in writing.
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