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9/28/2016
Sent by Certified Mail
August 30, 2016
1R Parking Consultant, LLC
Attn: Janice Y. Rhodes
300 Spectrum Center Drive, Suite 400
Irvine, CA 92618
Re: Termination of Professional Services Agreement
Dear Ms. Rhodes:
CITY HALL
Pursuant to that certain Professional Services Agreement ( "Agreement ") dated April 13, 2016, the City of
Seal Beach ( "City ") engaged 1R Parking Consultants, LLC, for parking consulting services ( "Services ").
Section 5.1 of the Agreement provides that the City may terminate the Agreement, without cause, or by
1R Parking Consultants, LLC based on reasonable cause, upon giving the other party written notice thereof
not less than 30 days prior to the date of termination. This letter constitutes the City's written notice of
termination of the Agreement with 1R Parking Consultants, LLC, with an effective termination date of
September 30, 2016, at 12:00 a.m.
The City appreciates the services provided by JR Parking Consultants, LLC and looks forward to working
with you during this transition period. In accordance with Section 4.2 of the Agreement, Assistant City
Manager Patrick Gallegos may be contacting you in the near future to discuss the plans for this transition
including inspection and return of all documents and other property of the City pertaining to this
Agreement.
Sincerely,
I R. Ingram
City Manager
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O1 O Reldilded Delivery Fee
(Endorsement Required) - -
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0 o JR Parking Consultant, LLC
7 7 Attn: Janice Y. Rhodes
0 r-q[ r-9 300 Spectrum Center Drive, Suite 400
'` `` Irvine, CA 92618
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IMPORTANT: Save this receipt and present It when making an Inquiry.
PS Form 3800, August 2006 (Reverse) PSN ]53602 -000.904]
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n -I° ^ elivery address driferent from item 17
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JR Parking Consultant, LLC
Attn: Janice Y. Rhodes
300 Spectrum Center Drive, Suite
400
Irvine, CA 92618
IIIllillllllllllllllll IIIIIIIIIIIIIIIIIIIIIII)
9590 9403 0167 5120 8928 19
7014 0150 0001 4410 5131
PS Form 3811, April 2015 PSN 7530 -02 -000 -9053
......e lype
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• Adult Signature
❑ Registeed Mail-
❑ ult Signature Restricted Delivery
❑ Registered Mall Restricted I
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❑ Signature ConNmatlon—
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—'Aei1
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Aall Resticted Delivery
Restricted Delivery I
Domestic Return Receipt
UNITED STATES POSTAL SERVICE
111111 Perms No. G 10 Paid
• Sender: Please print your name, address, and ZIP +4® in this box•
City Clerk Robin Roberts
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
111111111111111111111111111111111111
9590 9403 0167 5120 8928 11
PROFESSIONAL SERVICES AGREEMENT
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
H
J R Parking Consultants, LLC
300 Spectrum Center Drive, Suite 400
Irvine, CA 92618
Phone: 949 - 754 -2884
This Professional Service Agreement ( "the Agreement') is made as of April 13, 2015
(the "Effective Date "), by and between J R Parking Consultants, LLC ( "Consultant'), a
Limited Liability Corporation, and the City of Seal Beach ( "City "), a California charter
city, (collectively, "the Parties ").
57296- 0001 \1236808v1.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 $125,000.00. Any additional work authorized by the City pursuant to
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57296- 0001 \1236808vt.doc
Section 1.4 will be compensated in accordance with the fee schedule set forth in
Exhibit A.
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
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S7296 -0001 \1236808v1.doc
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: J R Parking Consultants LLC
300 Spectrum 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.
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S7296 -0001 \1 236808v 1. 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
5 of 9
S7296-0001 \1236808v1.doc
coverage provided to the City, its directors, officials, officers, (3) coverage shall
be primary insurance as respects the City, its directors, officials, officers,
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,
6 of 9
57296 -0001 \1236808v1.doc
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
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.
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S7296- 0001 \1236808v1.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,
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S7296- 0001 \1236808v1.doc
the prevailing party in such litigation shall be entitled to have and recover from
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
Attest:
�/ fir %..
City%Onager
Tina Knapp, City Clerk
Approved as to Form:
By: ' 1'
St Flower, City Attorney
CONSULTANT
By:
Name: Janis Y. Rhodes
Its: President and Principal
M
Name: �141U! 1Z1-)0d
Its:
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S7296- 0001 \1236808vt.doc
�R
Parking Consultants
Exhibit A
City of Seal Beach
Parking Program Implementation — Scope Phase II
SCOPE OF SERVICES
Task 1— Program Plan Implementation — Phase II
1. Meet with City staff to identify all elements of the program and document elements of parking
program to be included in this phase:
a. Review the current contract with the parking operator for the management of beach
lots. Assist the City with renegotiating agreement and preparing contract for City
approval.
b. Conduct walk -thru with City staff and parking operator to determine parking lot
improvements for Beach lots. This inspection will include equipment placement,
signage, lot layouts, customer communications for rates, enforcement hours, etc.
Prepare plan and documents for detailed improvements to each lot. Work with Parking
Operator to prepare estimates for City staff approval.
c. Prepare lots plans documenting parking lot layout, signage and equipment locations,
etc. for review by City staff and parking operator. These plans will serve as
documentation for the entire parking system management and operations.
d. Conduct walk -thru with City staff to document existing details of downtown lots.
Identify parking signage changes needed, parking layout and signage changes needed as
well as all communication signs for rates, enforcement hours, and any other operational
requirements for each lot. Prepare plan and documents for detailed improvements for
each lot. This documentation will serve as parking system and management plans and
provide detailed plans for future changes to rates, hours, and technology requirements.
e. Collect and review parking enforcement staffing work schedules and staffing assignment
and deployment routes and assignments. Prepare an analysis of current enforcement
operations and prepare plan indicating where shortfalls and gaps are in the current
plan. Prepare a revised deployment plan and staffing schedule to provide adequate
coverage for parking enforcement program for entire downtown, beach lots and other
citywide areas of enforcement.
f. Review current bailment schedule. Prepare a regional bailment schedule for
comparison and develop the proposed bailment fee schedule for the City. Determine if
any parking and traffic codes are missing and /or needed to bring bailment schedule into
300 Spectrum Center Drive, Suite 400, Irvine, CA 92618 Page 1
Phone: 949 -754 -2884
/// J�
Parking Consultants
current market values. Prepared revised bailment schedule for staff review and Council
approval in the budget process approved annually. Identify ordinance changes which
may be needed for the City and advise City staff of those required changes.
g. Prepare estimate and order for RFID Permits.
h. Design permits for RFID enforcement; obtain RFID specifications for enforcement
citation writing technology and equipment.
i. Review polices rates, services, and types and management of current permit programs.
Prepare and make recommendations to staff for program, policy, rate and procedure
changes.
j. Review current permit issuance and parking citations collection services include the
current contract with the third party provider. Work with City staff to develop the
desired vision and program for parking citation services keeping in mind future fully
automated plan. Program review will include automated citation issuance capabilities,
future license plate recognition systems, customer amenities for local services,
automated and web based payments, automated adjudication processing, local
management and review capabilities of parking citation services.
k. Prepare procurement documents for permit issuance, parking citation collection and
citation writing equipment services. Assist City with the distribution, pre - proposal
meetings, Q & A for vendors and review of proposal submitted. Assist the City with
selection process for vendor selected and assist with negotiation of services for
contract.
I. Assist City with implementation of new systems and services for permit issuance,
citation writing and citation collections.
m. Conduct an analysis of parking lot, meter and time -limit programs to meet best parking
needs of users including the public, business owners and employees.
n. Assist the City with sign inventory plan, selection of new signage and signage location
plan for adopted new parking program.
o. Work with City to develop new parking plan for merchant employees including location
of parking, procedures and policies, fee schedule and implementation plan. Participate
in meetings with merchants and City staff to develop and implement revised parking
plan including pay parking systems, signage and equipment necessary to support plan.
p. Adjust parking enforcement staffing plan as appropriate for new parking programs in
downtown and beach lots.
q. Identify new parking equipment needed in downtown on- street spaces, downtown lots
and beach lots.
r. Assist City staff with selection and procurement documents for proposed new
equipment. Develop implementation plans for installation of new equipment. Prepare
plan adjustments for new equipment including signage, enforcement, communications
to merchants and public.
300 Spectrum Center Drive, Suite 400, Irvine, CA 92618 Page 2
Phone: 949 -754 -2884
Z/4 JR
Parking Consultants
s. Review all parking rates proposed with new parking system and adjust program
elements as appropriate and necessary.
t. Prepare needed adjustments to parking management plans, staffing plans, parking and
traffic ordinances and bailment schedule as appropriate.
2. Deliverables for this phase:
a. Parking Lot plans and layouts
b. Signage plans and inventories
c. Master inventory of enforcement signage
d. Revised Parking Enforcement Staff and Deployment Plan
e. Proposed New Bailment schedule
f. New permit designs
g. Permit Issuance and Citation Processing Specifications and plan going forward
h. Development of parking ordinances for review and submittal to Council for approval
i. Prepare Plans, Power Point presentations and participate in City Council work sessions
and City Council meetings as appropriate.
j. Draft ordinances, staff reports and other materials as required by staff for
communications to the public, Council or other groups as required.
k. RFP's, procurement documents, and review documents as needed for equipment and
services selected for the parking program.
300 Spectrum Center Drive, Suite 400, Irvine, CA 92618 Page 3
Phone: 949 - 754 -2884
A
Parking Consultants
FEES FOR SERVICES
Fees for the above services will be invoices at the actual cost for providing services as per the hourly rate
schedule listed below.
1R Parking Consultants, LLC
2015 Hourly Billing Rate Schedule
Effective through July, 2016
Classification
Labor Rate Per Hour
Principal
$195.00-210.00
Senior Associate
$165.00 - 175.00
Associate
$145.00 — 160.00
Field Technician
$100.00 - 115.00
Field Data Collector
$70.00 — 85.00
CADD /Image Production
$90.00 — 100.00
Administrative Support
$50.00 — 65.00
300 Spectrum Center Drive, Suite 400, Irvine, CA 92618 Page 4
Phone: 949 - 754 -2884