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HomeMy WebLinkAboutAGMT - JR Parking Consultants, LLC (Parking System Analysis) PROFESSIONAL SERVICES AGREEMENT Between ---� SEA[........ i*; %*i So% NE: co "�i 1� A_I4O W cb ss•GF rBFq 27 19<'" ,"' *c.i City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 J R Parking Consultants, LLC 8001 Irvine Center Drive, Suite 400 Irvine, CA 92618 Phone: 949-754-2884 This Professional Service Agreement ("the Agreement") is made as of April 27, 2014 (the "Effective Date"), by and between J R Parking Consultants ("Consultant"), a Limited Liability Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). S7296-0001\1236808v 1.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 2 years unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $27,950. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. 2 of 9 57296-0001\1236808v1.doc 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Janis Y. Rhodes, Principal is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: 3 of 9 87296-0001\1236808v1.doc To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: J R Parking Consultants LLC 8001 Irvine Center Drive, Suite 400 Irvine, CA 92618 Attn: Janis Y. Rhodes 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4 of 9 S7296-0001\1236808v1.doc 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, 5 of 9 87296-0001\1236808v1.doc employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance,and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity 6 of 9 37296-0001\1236808v1.doc herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7 of 9 S7296-0001 VI 236808v1.doc 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from 8 of 9 87296-0001\1236808v1.doc the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT • By: Ask� \'l i M. BY: •I • / /./i R. Ingram, City ager Nam-: Janis Y. Rhodes Attest: Its: President and Principal By: 1.111/4 1 / By: Linda Devine, City Clerk Name: Approved as to Form: Its: By: JP/ Quinn Barrow, City Attorney 9 of 9 57296-0001\1236808v1.doc • Exhibit A Telephone: 949-754-2884 ;�,,ie Cell: 949-485-0884 Email: jyrhodes @gmail.com 8001 Irvine Center Drive, Suite 400 Irvine, CA 92618 Parking Consultants April 16, 2014 Ms.Victoria Beatley Director of Finance/City Treasurer City of Seal Beach City Hall—211 Eighth Street Seal Beach,CA 907640 RE: Proposal for Services— Parking System Analysis and Enhancements Dear Vikki, It was a pleasure to you with your City regarding the current and proposed parking program implementation plan for changes and upgrades in the parking program for the City of Seal Beach. I am pleased to present this proposal to provide consultant services for the review of the current plan and prepare a cost benefits analysis document and prepare a program for implementation and schedule for that implementation. SCOPE OF SERVICES Task 1— Program Development and Management Plan 1. Meet with City staff to identify all elements of the program and document elements of parking program. Program Elements would include: a. Parking inventories for on-street spaces in commercial areas and off-street parking lots and structures. Parking inventory will include a tabulated lists and charts and mapping of parking spaces including, time-limits, loading, passenger loading, commercial loading, bus parking, metered spaces, etc. b. Identify management/regulatory equipment for on-street spaces including time-limits, metered spaces. Identification includes type of equipment and age of equipment. Data collected will also include rates schedules and annual revenues collected for previous • Ms.Victoria Beat ley—Parking System Analysis and Enhancements April 16,2014 Page 2 of 6 two years. Maintenance services and costs of the on-street equipment will be collected and codified as part of the review process. c. Identify management/regulatory equipment for off-street spaces including time-limits and metered spaces. Identification will include equipment type and age of equipment, • lots/facilities served and number of spaces in each lot, parking rates and revenues collected in each lot. d. Residential Permit parking District information including number of districts, maps of each district, permits issued in each district and regulations for each district, permit fees and issuance procedures and time lines. e. Other City-wide permit parking programs (such as beach parking program) including parking permits issued annually, regulations about use and parking locations for permit use, number issued annually, fees per permit type and revenues collected and issuance procedures and time lines. f. Parking enforcement program including bailment schedule, types of citations issued, quantity of citations issued annually, number of citations paid, appealed and uncollected. Enforcement program review will include high level review of parking citation processing analysis. High level analysis will also review citation processing costs for each type of service. g. Parking enforcement program including manpower, deployment schedules and assignment, mobility equipment, citation writing equipment, manual citation issuance levels, and cost of program elements. h. Any other agreements for operation and maintenance of the City's parking program will be identified and reviewed including out-sourced services or with third party agreements. NOTE: The purpose of this task is to collect information for cost of program, revenues generated, develop program planning elements and to develop the program implementation prioritization plan. 2. Consultant will meet with staff to present findings and confirm parking program elements. 3. Consultant will identify from discussion with staff the vision and desired elements of the desired parking program for the City. Each element of the program will be identified and the overall program management will be documented in order to develop the desired parking program management plan. 4. An overall parking program management plan will be documented to provide a high level description of the overall parking program and each element of the program. A timeline for implementation of the desired parking management program will be described for each element of the program. Task 2—Cost Benefits Analysis Report Ms. Victoria Beatley—Parking System Analysis and Enhancements April 16,2014 • Page 3 of 6 1. Data collected in Task 1 will be analyzed and revenue and expense spreadsheets will be developed for the current parking program for permits sold by type, meter collections by area/type, citations collected, and any others revenues and costs associated with the program. 2. A financial forecast will be prepared which provides a projection of costs and revenues for the desired parking program. 3. The financial forecast will include capital costs for program changes for equipment and installation and on-going operational costs as well as projected revenues from each parking program element. 4. Evaluate and prepare an analysis of financial value of the parking program remaining outsources versus an in-house parking management program. Task 3 - Program Implementation and Schedule 1. The parking program implementation plan will be discussed with City staff. An implementation schedule will be developed for each element of the program — on-street parking program, off- street parking program, permit parking program (residential and citywide permits), parking enforcement program and parking citation processing, revenue collections and regulatory management. 2. Develop an overall project schedule for parking program elements selected for implementation. NOTE: Task 3 will include a program overview for each element of the program implementation once the City staff and City policy makers approve the program plan and implementation and the Cost benefit analysis developed in Tasks 1 and 2. A schedule for a phased implementation plan will be provided which compliments the program elements selected for implementation. FEES FOR SERVICES I propose providing these services on lump sum basis for a total amount of$27,950. The fee breakdown per task is shown below. Task Description Estimated Costs Task 1—Program Development and Management Plan $ 14,950 Task 2—Cost Benefit Analysis $10,000 Task 3—Program Implementation Plan and Schedule 3,000 Total $ 27,950 These services include up to five meetings with City staff. This scope does not include any public presentations before City Council, Commissions, public meetings and/or Committees. If such meetings are desired,these meetings can be invoiced as per the attached hourly rates or a separate scope of work can be created. This scope represents the entire scope of work anticipated to complete the requested work for the City • Ms.Victoria Beatley—Parking System Analysis and Enhancements April 16,2014 Page 4 of 6 of Seal Beach. Additional services may be provided as needed with the development of a scope and fees for each task identified. We can begin the project as soon as you are ready to begin the project. This schedule for services on this project will be contingent upon the relocation plan and implementation plan as required. I am pleased to present this proposal for professional consulting services to you. I am available to discuss any questions that you may have regarding the scope of work. Please feel free to contact me at 949-754-2884 or my cell phone (949-485-0884) or e-mail me at jrhodes(djrparkingconsultants.com. If this package is satisfactory and you are ready to authorize the work effort, please sign and return a signed copy of this proposal as notice to proceed. Best regards, R Parking Consultants, LLC 77 Janis Rhodes Principal Enclosures • Ms.Victoria Beasley—Parking System Analysis and Enhancements April 16. 2014 • Page 5 of 6 PROFESSIONAL CONSULTANT HOURLY RATES/FEES PROFESSIONAL HOURLY FEES: Principal $195.00 _ Senior Associate $175.00 Associate $145.00 Field Technician $100.00 Field Data Collector $ 85.00 Staff Support $ 60.00 PROJECT EXPENSES AND REIMBURSABLE EXPENSES: All out of pocket expenses such as toll calls, facsimile transmissions, travel expenses, printing costs, supplies, etc. shall be reimbursed at direct costs. Mileage rates shall be charged at Federal Income Tax authorized levels. PAYMENT SCHEDULE: Unless otherwise noted in the proposal, invoices for services provided will be provided on a twice monthly basis. All fees and project expenses are due upon submission to the Client and shall be payable to the firm within 15 days of receipt. Billings not paid within 30 days will be charged at a rate of 1.5% interest per month for all unpaid fees. Any such costs related to the collection of fees and expenses including reasonable attorney's fees shall be added to the cost of services and paid by Client. Consultant reserves the right to suspend continuing services and withhold work product for invoices outstanding more than 45 days.