DRY SWEEPING SERVICES AGREEMENT This DRY SWEEPING SERVICES AGREEMENT (this Agreement ) is made and entered into this day of, 200_ (the Effective Date ), by and between STANDARD PARKING CORPORATION, a Delaware corporation ( Standard ), and -, a ( Vendor ). R E C I T A L S: A. Standard operates the parking facility in, identified in Schedule A hereto ( Facility ), pursuant to an agreement with the owner of the Facility, also identified in Schedule A ( Owner ). B. Vendor is an experienced and duly licensed provider of dry sweeping services at parking facilities. C. Standard and Vendor desire to enter into an agreement whereby Vendor shall provide dry sweeping services at the Facility in accordance with the terms set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties, duly authorized and intending to be legally bound, agree as follows: 1. INCORPORATION OF RECITALS. The above recitals are true and correct and are hereby incorporated into and shall constitute a part of this Agreement. 2. TERM. The term of this Agreement ( Term ) shall commence on the Effective Date and shall expire on the first anniversary thereof. Notwithstanding the foregoing: (a) the Term shall automatically renew for successive one year periods (each a Renewal Term ), unless either party provides written notice to the other party no less than thirty (30) days before the expiration the then-current term that the Agreement will not be renewed, or unless sooner terminated under any other provision hereof; and (b) this Agreement shall be subject to termination at any time during the Term or any Renewal Term (as applicable) in accordance with Section 10 hereof. 3. SCOPE OF SERVICES. Vendor shall not perform its services hereunder on a continuing daily or weekly basis. Rather, from time to time during the Term or any applicable Renewal Term, as Standard determines that it requires dry sweeping services of Vendor, Standard shall contact Vendor to arrange for Vendor to enter upon the Facility and perform dry sweeping. Standard shall endeavor to give Vendor a reasonable number of days notice prior to each desired date of service (each such date, hereinafter called a Service Day, and collectively, Service Days ). Vendor is not guaranteed any minimum number of Service Days hereunder. Vendor shall perform the services described herein on the desired Service Day, and is hereby granted a temporary license to enter the Facility for such purpose, subject to all of the terms and conditions set forth in this Agreement, including the following: (a) (b) Vendor s work shall conform to the Vendor s scope of work which is attached hereto and made a part hereof as Schedule B, except where said scope of work conflicts with any terms in this Agreement, in which case the terms of this Agreement must be followed. Vendor shall not interfere with access to or use the Facility for any purpose other than the services described herein. Vendor shall, at its sole cost and expense, fully equip, supply and staff its dry sweeping 1
operation and shall perform its services in a manner commensurate with the highest standards of the dry sweeping industry, in accordance with the terms of this Agreement, and to the reasonable satisfaction of Standard. If the areas to be swept at any one time include less than the entire Facility, then Vendor shall appropriately cordon off the areas to be swept, so that access to the subject areas from the rest of the Facility will be restricted and the services performed in a safe and efficient manner. (c) Vendor shall perform the dry sweeping only on the Service Days requested by Standard, and only during hours designated by Standard, which hours shall be off-hours convenient to Standard. 4. COMPENSATION; UTILITY CHARGES. Standard shall pay Vendor as sole compensation for the services provided hereunder a fee according to Schedule C (the Fee ), which is attached hereto and made a part hereof. The Fee shall be billed after completion of the services, and Vendor s invoice for same shall be accompanied by such commercially reasonable documentation as Standard shall require. Standard shall pay each valid invoice within 30 days after receipt of same. Unless the parties specifically agree otherwise, Standard shall pay all charges for water and electricity used in connection with Vendor s services hereunder. Vendor shall efficiently use such utilities so as to maximize conservation of such utilities. Vendor shall use such utilities in compliance with all applicable law, including (without limitation) the Environmental Laws defined herein below. 5. USE OF THE FACILITY. Vendor shall use the Facility solely for the purpose granted herein and shall: (a) (b) (c) (d) (e) (f) Comply with all Environmental Laws, as more fully described in Section 6 below, and with all other applicable federal, state or local statutes and ordinances, including all amendments thereto, replacements thereof, any rules, regulations or orders adopted and issued pursuant thereto, and any judicial or administrative interpretations thereof. Comply with all rules and regulations pertaining to use of the Facility and reimburse Standard for any expense incurred as a result of any violation thereof, including, without limitation, towing expenses for those vehicles parked by Vendor s employees or contractors or subcontractors which obstruct vehicles of parking customers and vehicles of Standard and/or its employees, or interfere with access to the Facility or any part therein. Promptly notify Standard of any damage, however caused, to the Facility (or any vehicle or property located therein). If such damage was caused by Vendor s employees, Vendor shall reimburse Standard upon written demand for all repair costs. Keep the Facility clean from any trash, garbage, and litter generated by Vendor s operations or use of the Facility. Not do any act that shall, in any way, (i) void or increase the cost of Owner s or Standard s insurance, (ii) encumber Owner s or Standard s title to, or interest in, the Facility, (iii) constitute a nuisance, (iv) jeopardize the public safety or Standard s underlying agreement to operate the Facility, or (v) interfere with use of the Facility by Standard or its customers. Not place any signage at the Facility, nor place any equipment at the Facility on days other than the Service Days, without Standard s prior written consent, which consent may be withheld in Standard s sole discretion. 2
Vendor shall be responsible for ensuring compliance with the foregoing requirements, and all other requirements of this Agreement, by its agents, employees, contractors and subcontractors. 6. ENVIRONMENTAL. Vendor agrees to comply with all Environmental Laws in the conduct of its services at the Facility. For purposes hereof, Environmental Laws shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended, the Hazardous Materials Transportation Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Federal Clean Water Act, the Clean Air Act, and any other federal, state, or local statute, ordinance, rules, regulation, order or interpretation, including all amendments and replacements thereof, adopted, issued or enacted for the protection of the environment or any part thereof. Without limiting the generality of the preceding paragraph, Vendor shall: (a) Procure and maintain, at its sole cost and expense, all permits or licenses required for Vendor s dry sweeping of the Facility, whether required by the Environmental Laws, zoning or land use laws or otherwise (collectively, Permits ). Copies of all Permits required for Vendor s operation are attached hereto and made a part hereof as Schedule D. Vendor represents and warrants that (i) the Permits attached as Schedule D are in full force and effect and legally sufficient to allow Vendor to perform the services hereunder in compliance with the Environmental Laws and any other applicable laws, and (ii) Vendor shall renew such Permits, and obtain new or additional Permits, as may be necessary to comply with the terms of this Agreement, the Environmental Laws and any other laws. (b) Not use any water, detergents or other chemicals in the services provided. Prior to undertaking the sweeping, and during sweeping, any debris with oil attached to it ( Spent Absorbents ) encountered must be picked-up and placed in a separate container by Vendor. Vendor must than dispose of, or arrange for a licensed transporter to dispose of, the container of Spent Absorbents off-site at a location designated or sanctioned by applicable Environmental Laws. Vendor s Fee includes the cost of such container and disposal of Spent Absorbents. Without limiting any of the foregoing: (i) After all Spent Absorbents are removed and containerized, Vendor shall run through the Facility with its sweeper and empty such waste in an on-site dumpster. (ii) The location for the disposal of the Spent Absorbents must be approved by the appropriate government agency(ies) with jurisdiction, which disposal location and approval must be set forth in a manifest or transportation certificate signed by Vendor (or Vendor s transporter, as applicable) and the operator of the disposal location. Vendor shall be identified in the manifest or transportation certificate as the sole transporter of the Spent Absorbents. Neither Standard nor Owner shall be named as generators or transporters of the Spend Absorbents. (c) Not allow any storage, spills, leaks or discharges of any Hazardous Materials on, in or under the Facility during the term of this Agreement. For purposes hereof, Hazardous Material(s) shall mean all Spent Absorbents and any and all flammable explosives, hydrocarbon and/or petroleum products, radioactive material, hazardous waste, toxic substance or related material, including, but not limited to, those materials and substances defined as hazardous substances, hazardous materials, hazardous wastes or toxic substances in the Environmental Laws. 3
Vendor shall be responsible for ensuring compliance with the foregoing requirements, and all other requirements of this Agreement, by its employees, agents, contractors and subcontractors. 7. VENDOR S INDEMNITY AND LIABILITY. Vendor shall defend, indemnify and hold harmless Standard, Owner and their respective employees, agents, directors, officers, representatives, affiliate entities, successors and assigns (collectively, the Indemnified Parties ) from and against any and all costs, expenses (including, without limitation, reasonable attorney fees), liabilities, damages, losses, fines, judgments, claims, actions, lawsuits or demands (collectively, Losses ) incurred by or asserted against any one or more of the Indemnified Parties by reason of injury to, or death of, any person or damage to any property or natural resource to the extent caused, or alleged to be caused, by an act, omission, negligence or misconduct of Vendor or Vendor s employees, agents, contractors, or subcontractors. Vendor s indemnity obligations shall survive expiration or termination of this Agreement and shall not be limited by any insurance carried or required to be carried by Vendor hereunder. Vendor s indemnification of the Indemnified Parties shall specifically include, without limitation, all Losses of any kind or character caused by or related to any Permit violation, disposal of Spent Absorbents, discharge of Hazardous Materials, or any other violation of the Environmental Laws, by Vendor, its employees, agents, contractors or independent contractors. 8. VENDOR S INSURANCE. (a) Vendor shall, at its sole cost and expense, maintain during the term of this Agreement, the following insurance which shall be primary and non-contributory to any insurance maintained by Standard or Owner, and procured from an insurance company or companies authorized to do business in the state in which the Facility is located: (1) Workers Compensation: Statutory Benefits (2) Employers Liability: $1,000,0000 per occurrence, for all employees not covered by Workers Compensation. (3) Commercial Auto Liability: Including owned, non-owned and hired autos, $1,000,000 per accident, plus Comprehensive and Collision, actual cash value. (4) Commercial General Liability including Premises / Operations, Independent Contractors, Personal and Advertising Injury Liability (including, without limitation, coverage for false arrest, detention or imprisonment, malicious prosecution, libel, slander, defamation or violation of right to privacy, wrongful entry or eviction or other invasion of the right of private occupancy), Products and Completed Operations, Blanket Contractual Liability and Broad Form Property Damage. No exclusions shall be attached to the policy with respect to liability for leased equipment or for the perils of explosion, collapse or underground (X, C, U). Each Occurrence: $1,000,000.00 Personal / Advertising Injury: $1,000,000.00 General Aggregate: $2,000,000.00 Products / Completed Op.: $2,000,000.00 Fire Damage Legal Liability: $100,000.00 (5) Umbrella Liability: $5,000,000.00 4
(b) (c) All insurance policies, excluding Workers Compensation and Employer s Liability policies, shall be primary, on an occurrence-form basis, specifically name the Indemnified Parties as additional insureds, and list Standard Parking Corporation as the certificate holder. Vendor shall, prior to the Commencement Date, provide Standard with a certificate of insurance evidencing these requirements and same shall be attached hereto as Schedule E. Renewal policies shall be obtained, and certificates delivered to Standard, at least fifteen (15) days prior to expiration. The policies and certificates of insurance shall state that the issuing company shall mail thirty (30) days prior written notice to the certificate holder should any of the policies be cancelled or materially changed prior to the expiration date. Vendor hereby waives and releases all rights and claims (including all subrogation rights) against the Indemnified Parties with respect to liability for any loss, injury or damage to Vendor or Vendor s employees or contractors resulting from Vendor s services or use of the Facility. 9. VENDOR S EMPLOYEES. Vendor s personnel used in providing the services are, and shall at all times remain, employees or contractors of Vendor, and Vendor shall exercise complete control over their conduct and shall pay all wages, employee benefits and related expenses to the full extent required by law including, without limitation, all governmental employment taxes and unemployment insurance. Vendor s employees and contractors shall, at all times, act in a professional and courteous manner at the Facility. 10. TERMINATION. Either party may terminate this Agreement upon written notice if the other party breaches any provision of this Agreement and fails to remedy such breach within five (5) days after receipt of written notice. If Standard reasonably believes that Vendor is in violation of any of the Environmental Laws and/or any Permit issued in connection with such laws, then Standard may terminate this Agreement or require that Vendor suspend its services, immediately upon notice of Vendor, which notice may be verbal, if provided on-site at the Facility, notwithstanding Section 13 to the contrary. In addition, Standard may terminate this Agreement without penalty immediately upon written notice if (a) Standard's Underlying Agreement with Owner should expire or terminate for any reason, or (b) Owner requires Standard to terminate this Agreement regardless of reason. 11. INDEPENDENT CONTRACTOR. Nothing herein shall be deemed or construed to create a partnership, joint venture or agency relationship between the parties. Vendor is strictly an independent contractor subject to no control by Standard other than as expressly provided herein. 12. ASSIGNMENT AND SUBCONTRACTING. The parties hereby acknowledge that no property interest in the Facility is being conveyed, transferred or assigned by this Agreement. Vendor s rights and duties hereunder may not be assigned, delegated or subcontracted without Standard s prior written consent in each instance, which Standard may withhold in its sole discretion. 13. NOTICES. Any notices required to be given to or served upon either party hereto shall be given or served by personal service or by express delivery or by mailing the same, postage prepaid, by United States registered or certified mail, return receipt requested, to the following addresses: Standard Parking Corporation And: Standard Parking Corporation Attn: Legal Department Attn: 900 N. Michigan Avenue, Suite 1600 Chicago, IL 60611 5
To Vendor: Attn: 14. INTERPRETATION. The parties to this Agreement have had sufficient time to consult legal counsel and negotiate changes regarding the terms hereof. Neither party shall be deemed the drafter of this Agreement and nothing herein shall be construed against either party due to the drafting hereof. 15. ENTIRE AGREEMENT. This Agreement, together with all Schedules hereto, constitutes the entire agreement between the parties, and supersedes all representations, statements or prior agreements and understandings both written and oral with respect to the matters contained in this Agreement and Schedules hereto. No person has been authorized to give any information or make any representation not contained in this Agreement. This Agreement may be amended only by a signed written agreement between the parties and shall be construed in accordance with the laws of the state in which the Facility is located. 16. ATTORNEY FEES. In the event that either party hereto should (a) retain legal counsel and/or institute any suit against the other for violation of this Agreement or to enforce any of the covenants or conditions herein, or (b) intervene in any suit in which the other is a party to enforce or protect its interest or rights hereunder, the prevailing party in any such suit shall be entitled to its reasonable costs, expenses and fees of its attorney(s) in connection therewith. The rights in this section shall survive termination or expiration of this Agreement. 17. SEVERABILITY. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. 18. GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of, excluding its conflicts of law and choice of law jurisdiction. IN WITNESS WHEREOF, the parties have executed this instrument as of the date first above written. STANDARD PARKING CORPORATION By: By: Name: Name: Title: Senior Vice President Title: Date: Date: 6
Schedule A Facility: Owner: 7
Schedule B (attach Vendor s scope of work) 8
Schedule C (attach Fee schedule) 9
Schedule D (attach copies of all Permits) 10
Schedule E (attach insurance certificate) 11