Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT //�
THIS AGREEMENT is made and entered into this 1 day of a2Git , 2019, by and
between City of Neptune Beach, a municipal corporation pursuant to the Florida
Constitution (the City), and Robert M. Rimmer as Director of RTA Consulting, Inc., a
Florida corporation (the Contractor).
WHEREAS, the Contractor is engaged in the business of MANAGING AND
MAINTAINING PARKING FACILITIES AND RELATED BUSINESSES.; and
WHEREAS, the City desires to enter into this Agreement with the
Contractor for professional consulting services related to the City's proposed pay -for -
parking plan; and
NOW, THEREFORE, the parties agree as follows:
1. Term, This Agreement shall have a term of one (1) year beginning on March 4, 2019
unless terminated prior to that date as set forth herein.
2. Duties of Contractor. Pursuant to this Agreement, the
Contractor shall have the full and complete obligation and responsibility for the
performance of the duties and/or work described in the attached Exhibit "A".
3. Time Requirements. Pursuant to this Agreement, the Contractor shall devote such
time, energy, and skill as is necessary in the performance of the duties set forth herein
and attached hereto and shall periodically, or at any time, upon the request of the City,
submit data as to the time requirements of work performed in connection with this
Agreement.
4. Fees. The City shall pay the Contractor for services rendered in connection with this
Agreement, the exact amount agreed upon in writing by the City and the Contractor, per
the attached Exhibit "B". During the term of this Agreement, the Contractor shall invoice,
and the City shall reimburse the Contractor for all reasonable and approved out-of-
pocket expenses which are incurred in connection with the performance of the duties
herein.
5. Relation of the Parties. The Contractor is retained by the City for the limited and
specific purposes and to the extent set forth in this Agreement and the Contractor's
relationship to the City shall, during the term of this Agreement, be that of an
"Independent Contractor". The City shall not withhold, from sums becoming payable to
the Contractor hereunder, any amounts for State or Federal Income Tax, or for FICA
(Social Security) Taxes, during the term of this Agreement. The Contractor shall be free
to dispose of such portions of his entire time, energy and skill as he is not obligated to
devote hereunder to the City in such manner as he deems advisable. The Contractor
shall not be considered as having an employee status or as being entitled to participate
in any plans, arrangements or distributions by the City pertaining to or in connection with
any pension, retirement savings, health savings, insurance or other benefit extended to
the City's employees.
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6. Professional Responsibility. Nothing in this Agreement shall be construed to interfere
with or otherwise affect the rendering of services by the Contractor in accordance with
his independent and professional judgment. The Contractor shall perform his services
substantially in accordance with generally accepted practices and principles of his trade.
This Agreement shall be subject to the rules and regulations of any and all organizations
and associations to which the Contractor may from time to time belong and to the laws
and regulations governing the practice of the Contractor's trade in this State.
9. Indemnity. The City hereby indemnifies and holds harmless the Contractor, as
permitted by State law, against any loss or liability which the Contractor may sustain by
reason of performance of the duties and obligations require pursuant to this Agreement,
unless the act or omission involved willful negligence or wanton conduct.
10. Termination. This Agreement may be terminated at any time, with or without cause,
by either party upon thirty (30) days written notice. Notice shall be considered given
when received via U.S. Mail at the appropriate address as contained herein. In addition,
if the Contractor is convicted of any crime or offense, fails or refuses to comply with the
written policies or reasonable directive of the City, is guilty of serious misconduct in
connection with performance of this Agreement, or materially breaches any or all
provisions of this Agreement, the City may terminate the Agreement immediately and
without prior written notice.
11. Notice. Notice shall be served at the following addresses:
City of Neptune Beach
116 First Street
Neptune Beach, FL 32266
RTA Consulting, Inc.
Robert M. Rimmer
221 North Hogan Street, Suite 376
Jacksonville, FL 32202
12. Income Tax Designation. In the event that the Internal Revenue Service should
determine that the Contractor is, according to I.R.S. guidelines, an employee of the City
subject to withholding and social security contributions, the Contractor hereby
acknowledges that all payments to the made by the City to the Contractor are gross
payments, and the Contractor is solely responsible for all income taxes and social
security payments thereon.
**SIGNATURE PAGE TO FOLLOW**
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THE CITY OF NEPTUNE BEACH, FLORIDA
By:
2)
Andrew E. Hyatt
City Manager
City of Neptune Beach
Approved as • Form and Content
By:
RTA Consu ing, Inc.
By:
Robe ' immer
RTA Consulting, Inc.
Date:
, 2019
Date: 3A7 , 2019
Date: S , 2019
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EXHIBIT "A"
Duties and/or Work to be Performed by Contractor
General Scope of Work to be Performed
Perform duties as listed and defined to include, but not be limited to;
• Develop and implement policies and procedures for the Parking and Mobility
Management Program.
• interview, hire, train, supervise, discipline, and schedule work of staff performing parking
control duties.
• Supervise assigned operations related to parking space/lot control, including provision of
appropriate staff appearance and equipment; parking enforcement; public outreach and
education; and handling special parking projects as required.
• Coordinate with legal staff the negotiation, implementation and administration of parking
agreements with third parties.
• Advise supervisor regarding problems, unsafe lot conditions, maintenance deficiencies,
signage requirements, etc.
• Devise and recommend ways to enhance the effectiveness of parking procedures to
ensure maximum customer facilitation.
• Organize and implement resident parking registration program.
• Make recommendations regarding adjudication of parking tickets; issue temporary
parking permits, applications and appeal forms; and accept payment for fees/fines.
• Supervise Tow and Hold program for vehicles illegally parked after expiration of time
limit, as required.
• Be responsible for monitoring, procurement, and installation of all parking/traffic signs.
• Maintain necessary records, reports, and files.
• Assist in parking responsibilities during special programs and events.
• Responsible for daily reporting of parking for each area and submit reports as needed.
• Responsible for weekly collection and deposit monies.
• Respond to public inquiries and provide relevant information regarding parking
protocols.
• Operate motor vehicles, radio transmitters, receivers, and/or other tools and equipment
as required.
Perform other related duties as assigned to include, but not be limited to the
following items/issues to be studied, reviewed and addressed for the Beaches
Town Center and surrounding Beach Communities;
• Turnover of prime storefront/on-street parking spaces — the value of one single
parking space is enough to impact the bottom line for many of the smaller retailers in
the BTC. Having cars parked all day long in any of those spots, regardless of how
much they might pay in parking fees would be detrimental to the businesses in the
BTC.
• Residents — there needs to be a method to insure visitors and others coming to the
BTC or beach don't start converging on residential areas. Need to understand there
will be additional parking management demand for nearby residential streets, and that
the needs of the residents are not necessarily the same as those of the BTC
businesses. Residential Permitting which can be managed through the appropriate
Parking Management software can provide an effective solution. Residents would
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also have access to the Beachside Shuttle for door to door, on demand service
between their homes and the various business in the BTC and surrounding area, once
again delivering more foot traffic with no impact on existing parking inventory inside
the BTC footprint
• Merchant Validation Programs — the Program needs to allow for an "across the
board" validation where neither the merchant nor the customer needs to worry about
exactly which lot it was or space where the customer parked. The validation
application and any associated billing would be handled thru the Program
Management.
• Signage Pollution — the Program needs to be as universal as possible in order to
minimize the amount of signage. Instructions for how to use the parking need to be
simple, and not something different with each block. It is desirable to have consistent
signage on City Right of Way as well the Private Property lots.
• Seamless — the Program must be inclusive, to include as many properties and
parking spaces as can be assembled under one umbrella. The BTC is too compact to
have multiple operations where the rules, rates, hours of operations and payment
options vary from one block to the next.
• Friendly, Professional and Reassuring — the staff/attendants physically running the
Program will, in many cases be the first and/or last opportunity to insure the
customer/visitor has a positive impression of their visit to the BTC. They need to not
only be Parking Enforcement, but also serve as Ambassadors who are able to assist
our visitors, customers, employees and others with any issues that might arise, or to
answer any questions they may have. We cannot have these positions filled with un-
skilled, poorly trained, inexperienced entry level personnel. Their importance requires
they have some professional training and experience in customer service, and the
maturity to handle a variety of situations that may arise.
• Responsive — the Program Management needs to be available and responsive at any
time during which the businesses in the BTC are open. The parkers are their
customers, and so long as they are present there needs to be someone in a position
of authority available.
• Representative— all BTC stakeholders (CONB, COAB, BTC Agency, Merchants, and
Residents) should be represented and have direct input on decisions.
• Policy Priority — while it is understood and agreed that revenue is of key importance,
it must also be understood that all of the points listed above have equal weight with
revenue when policy is being developed. Parking is an asset that can benefit our
communities and we need to ensure that we treat it as such.
Additional external impacts on parking to be reviewed, advised, and aid in
working with the BTC stakeholders (CONB, COAB, BTC Agency, Merchants, and
Residents) to include, but not be limited to;
• Shared Parking Solution — an inventory of existing surface level parking throughout
both cities needs to be conducted to determine the available parking inventory for all
existing business and new business. Parking Facility License Agreements must be
entered into and a parking management service structured. A shared parking solution
must be adopted by both cities to provide a logical parking solution that provides
shuttle and valet to and from parking in the off-site parking inventory. In order to
continue growing and maintain the charm and waikability characteristics that make the
BTC desirable we need to avoid devoting valuable property to asphalt wherever and
whenever feasible.
• Beachside Shuttle — the current Beachside Buggies service is convenient for
residents, visitors and employees. The service needs to continue and be expanded
as it brings more foot traffic with no traffic impact. It is critical to the success of an
Employee parking program, Designated Beach Satellite Parking and events that are
held within the BTC, as well as vital for residents wanting to visit the BTC.
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• Community Valet Service — the concept of an on -demand front door' valet service
allows us to utilize peripheral parking locations for visitors and customers. As with the
Beachside Shuttle this brings more foot traffic without any impact on parking inventory
in the BTC footprint.
• Beach Access Valet Service — providing the potential for on -demand valet service for
beach visitors allows us to utilize peripheral parking locations for Beach visitors. The
Beach Access Valet Service would meet the beach visitor at the designated Beach
Access point and help unload beach necessities from the family car and move the
vehicle to the designated beach Valet parking lot. When the visiting beach family is
ready to leave they simply text the valet and their family car is returned to the
designated beach access point. This service would be in conjunction with the
Beachside Shuttle and again brings more foot traffic without any impact on parking
inventory in the BTC footprint.
• Beach Visitors — while those visiting the beach may not always stop in one of the
BTC businesses we understand it is critical for them to have a positive impression of
the area and to hopefully come back to shop or eat at another time. Many of the
persons visiting the beach for the day do patronize BTC businesses already, their
experience must be enjoyable. Appropriate Designated Beach Satellite Parking and
the requisite Shuttle to and from the Designated Beach Satellite Parking is a necessity
for all BTC businesses
• Employee Parking Program — employees are as critical as customers to any
business, and providing safe, convenient parking at no cost to the employee is
something that must be provided. Appropriate Employee Satellite Parking and the
requisite Shuttle to and from the BTC Employee Parking lot is a necessity for all BTC
businesses.
Management and Administrative Support Services
Management and Administrative Support Services Tasks as may be assigned from time to time
by Contractor to include, but not be limited to providing data analysis services, to assist in
reviewing, creating, implementing and overseeing parking and transportation operating plans and
maintenance programs for hotels, retail locations, office and mixed use facilities, residential
developments and neighborhoods, event venues, sports complexes and stadiums, on -street
operations, government and municipal complexes, theaters, transportation centers, public
recreational facilities, airports, shuttle programs, valet facilities, hospitals and medical facilities.
Contractor will assist in developing alternative transportation programs, shuttle, bicycle and
pedestrian programs as requested. Contractor will assist in developing and implementing
marketing and other business development programs as requested. Contractor will assist in
budget preparation, performance of audits, research and presentation development as requested.
Other Services To Be Provided Upon Request
Contractor shall provide support and services as requested for programs listed above, surface
parking lots and garages to include, but not be limited to the provision of data analysis,
administrative/bookkeeping services, clerical assistance, operations staffing as requested,
provision of maintenance staff to perform routine/regularly scheduled maintenance and janitorial
tasks, staff for special projects such as painting or pressure washing, staff to perform Day Porter
duties and staffing as necessary to assist in all other parking and transportation related functions
as requested.
All work to be performed by Contractor within the time limits specified by
Contractor at time tasks are assigned.
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EXHIBIT "B"
Fee Arrangement
Management and Administrative Support Services Fees
Contractor to be paid a fee equal to $24,000.00 (twenty-four thousand dollars) per year plus
approved reimbursable expenses for all Consulting, Management and Administrative support
services performed in conjunction with the implementation of an approved "Paid Parking
Program". This fee shall cover all services associated with implementation of the Paid Parking
Program for up to 1 (one) year after approval of the Paid Parking program. This fee shall be paid
as follows;
• $12,000.00 (twelve thousand dollars) to be paid to Contractor upon execution of this
agreement a an o erating advance equal to one half of the first year's fees for services.
• Beginning fl 1st, 20J and continuing throughout the flrst year of this Agreement
a fee of $1,000.00 (one thousand dollars) per month will be paid to Contractor.
Beginning with the 1st month of the second year of this Agreement a fee of $2,000.00
(two thousand dollars) per month will be paid to Contractor.
• Approved reimbursable expenses shall be billed to Contractor monthly and shall be paid
to Contractor within 30 days.
Additional Fees For Other/Ongoing Services If Requested By City
Subcontractor shall be paid a monthly fee equal to 500 (fifty cents) per average daily car for data
analysis services, plus approved reimbursable expenses. Average daily car counts shall be
determined by the average vehicle occupancy per day of the parking facilities/spaces being
analyzed for the subject month.
Subcontractor shall be paid a fee equal to $17.50 per hour for clerical and staffing services, plus
approved reimbursable expenses.
Subcontractor shall be paid a fee equal to $25.00 per hour for administrative/bookkeeping
services, plus approved reimbursable expenses.
Other Services and associated reimbursable expenses shall be billed on a monthly basis at an
agreed to rate.
Fees due to Contractor to be paid to within 30 business days of submission of
approved invoices to the City.
. e•
Form
(Rev, October 2018)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
identification Number and Certification
I Go to www,irs,gov/FormW9 for instructions and the latest information,
G1ve Form to the
requester. Do not
send to the IHS.
Print or type,
See Specific Instructions on page S.
1 Name (as shown on your Income tax return). Name is required on this line; cio not leave this line blank.
RTA Consutinq, Inc.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal lox classitication of the person whose name is entered an Incl1. Check only ane of the
following seven loxes.
• Individual/sole proprietor or II C Corporation is S Corporation • Partnership III Rust/estate
single -member LLC
4 Exemptions (codes apply only to
certain entitles, not Individuals; see
Instructions on page 3);
Exempt payee code Of any)
■ LIrnited Nobility company. Enter the tax classification (C=0 corporation, 5=5 corporation, P=Partnership) t
prole: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
LLC ft the LLC is classified as a single -member LLC that Is disregarded from the owner unless the owner of the LLC Is
LLC Ihal is disregarded from the owner for LI,S, federal lax Otherwise, a single -member LLC that
Exemption from FATCA reporting
code or any)
another not purposes.
is disregarded front the owner should check the appropriate box tar the tax classification of its owner.
0 Other (see Instructions)),
friFP'+°a n a:cuuns ernue,ieer:da Ura u s i
5 Address (number, street, and apt, Of suite rro.) See instructions.
221 North Hogan Street, Suite #376
Requester's name and address (optional)
6 City. state. and ZIP code
Jacksonville, FL 32202
7 List account number(s) here (optional)
artil Taxpayer identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match tho name given on line 1 to avoid i Social security number
backup withholding, For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later, For other
entitles, it it is your emolover identification number (EIN). If vett do not have a number. see How to eel a
-
TIN, later,
Note: II the account is in more then one name, sea the instructions for line 1. Also sae What Name and
Number To Glve the Requester for guidelines on whose number to enter.
or
Employer identiricatton number
0
1
0
9
6
6
6
7
5
Certification
Under penalties of perjury, I certify that;
1. The number shown on this form Is my correct taxpayer identification number (or I am waiting for a number to be issued to ole); and
2.1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3.1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt tram FATCA reporting Is correct.
Certification instructions, You must cross out item 2 above it you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return, For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you most provide your correct TIN. See the instructions for Part ll, later.
Sign
Here
Signature of
U.S. 1)0140(1P'
General Instil. etians
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form t1r-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FonnW9.
Purpose of F'oa'm
An individual or entity (Form W-9 requester) who Is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may bo your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an Information return the amount paid to you, or other
amount reportable on an information return, Examples of Information
returns Include, but are not limited to, the following.
• Form 1099 -INT (interest earned or paid)
Date v-
• Form 1099 -DIV (dividends, Including hose from stocks or mutual
funds)
• Form 1099-MISC (various types of Income, prizes, awards, or gross
proceeds)
• Form 1099-5 (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant pard and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan Interest),
1098-T (tuition)
•
Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. parson (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
he .subject to backup withholding. See What Is backup withholding,
later.
Cat, No. 10231X
Form W-9 (Rev, 10-2015)