Loading...
HomeMy WebLinkAboutItem IAGENDA STAFF REPORT OF SEAL gE� � ci ci DATE: August 14, 2017 � C4�tiFORN:P /� TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Joe Miller, Chief of Police SUBJECT: PARKING PROGRAM IMPLEMENTATION - SCOPE PHASE II i SUMMARY OF REQUEST: That the City Council adopt Resolution No. 6754 approving a Professional Services Agreement with Dixon Resources Unlimited in an amount not to exceed $90,750 and authorizing the City Manager to execute the agreement. BACKGROUND AND ANALYSIS: In November 2014, a Council Study Session was held to update the Council on the efforts of the working group in developing a comprehensive parking program. City staff had used the services of JR Parking Consultants, LLC (JRPC) to complete the initial evaluation of returning the management of the beach parking lots to the City. The first agreement with JRPC was signed by the City Manager as the amount was within her authority. The second phase of the project began moving forward and because the same consultant was being used for all phases of the project, the professional services agreement for the next phase required City Council approval. In April 2015, JRPC was approved by the City Council to continue with the parking program implementation. Several months into implementation, the City terminated the contract with JRPC. After termination of the contract with JRPC, the parking program implementation was suspended awaiting a needs assessment. In July 2017, the Chief of Police signed the first agreement for the first phase with Dixon Resources Unlimited as the amount was within his authority. The services required under this agreement for phase one have been completed, including the selection, placement and implementation of an ongoing parking meter pilot project in the Main Street municipal parking lots as well as the implementation of upgraded parking citation equipment used by the parking enforcement personnel. This upgraded citation writing technology allows for more efficient Agenda Item ticket issuance as well as accompanying pictures taken of the violation visible to the violator via the online parking portal provided by the citation processing center. The second phase of the project is ready to move forward and because the same consultant is being used for subsequent phases of the project, the professional services agreement for the next phase requires City Council approval. Julie Dixon, Principal of Dixon Resources Unlimited, has been asked to be in attendance to provide Council a brief update of the project progress to date. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: The City Attorney has reviewed the proposed agreement and resolution and approved each as to form. FINANCIAL IMPACT: The FY 2017 — 2018 approved Budget included $642,000 in the Capital Improvement Projects for the Seal Beach Comprehensive Parking Management Plan (ST1207), which includes funding for various phases of the project. Sufficient funding for the Phase II scope is available in the project. RECOMMENDATION: That the City Council adopt Resolution No. 6754 approving a Professional Services Agreement with Dixon Resources Unlimited in an amount not to exceed $90,750 and authorizing the City Manager to execute the agreement. SUBMITTED BY: NOTED AND APPROVED: ' o Joe Milljbr, Chief of Police Prepared By: Steve Bowles, Support Services Commander Attachments: A. Resolution No. 6754 B. Dixon Resources Unlimited Agreement Page 2 "Attachment A" RESOLUTION NUMBER 6754 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH DIXON RESOURCES UNLIMITED AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT THE SEAL BEACH CITY COUNCIL DOES HEREBY FIND AND RESOLVE: Section 1. The City Council hereby approves the Professional Services Agreement dated August 1, 2017 with Dixon Resources Unlimited in an amount not to exceed $90,750 for a term extending from August 14, 2017 through the fiscal year ending June 30, 2018. Section 2. The City Council hereby authorizes and directs the City Manager to execute the Agreement. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 14th day of August 2017 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Sandra Massa - Lavitt, Mayor ATTEST: Robin L. Roberts, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Robin Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6754 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on 14`h day of Au ust, 2017. Robin L. Roberts, City Clerk Attachment "B" PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 0 Dixon Resources Unlimited 3639 Midway Drive Suite B345 San Diego, CA 92110 213- 716 -6933 This Professional Service Agreement ( "the Agreement') is made as of August 1, 2017 (the "Effective Date "), by and between Dixon Resources Unlimited ( "Consultant'), a California corporation, and the City of Seal Beach ( "City"), a California charter city, (collectively, "the Parties "). s7296- 0001\21041 84v2.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. C. On June 1, 2017, CITY and CONSULTANT entered into a professional services agreement for parking support services, for a term of one year. D. This Agreement shall amend, restate and supersede in its entirety the terms of the June 1, 2017 agreement. 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 Exhibit A, attached hereto and incorporated herein 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 Manager 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 through June 30, 2018 with an optional one (1) year extension unless previously terminated as provided by this Agreement. 2 of 13 S7296- 0001\2104184v2.doc 3.0 Consultant's Compensation City will pay Consultant in accordance with the rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $8,250 per month, and shall not exceed the total sum of $90,750 (ninety thousand seven hundred fifty dollars), for the term of this Agreement. 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. In the event of any conflict or inconsistency between Exhibit A and this section, the terms of this section shall prevail. 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 all undisputed amounts 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. 5.3. Notice of termination shall be give in accordance with Section 7.0. 3 of 13 S7296- 0001\2104184v2.doc 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Julie Dixon 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 parry at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Dixon Resources Unlimited 3639 Midway Drive Suite 8345 San Diego, California 92110 Attn: Julie Dixon 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Personnel 8.1. Consultant represents that it has, or shall secure, at its own expense, all personnel required to perform the Services under this Agreement. Any person who performs any Services shall be licensed as required by law. 9.0 Independent Contractor 9.1. Consultant is and shall at all times remain an independent contractor and not an employee of the City, and Consultant is not entitled to participate in any pension plan, insurance, bonus or similar benefits that City provides for its employees. 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 4of13 S7296 -0001 \2104184v2.doc 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. 9.2. To the fullest extent permitted by law, 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 or refusal to promptly pay to City any reimbursement or indemnification arising under this Section 9.0. Consultant's defense and indemnification obligations under this Section 9.0 are in addition to Consultant's defense and indemnification obligations set forth in Section 13.0. 10.0 Confidentiality; Publication of Documents 10.1. Consultant agrees that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential. Except as necessary performance of the Services under this Agreement, no copies, sketches, photographs, or graphs of materials, prepared pursuant to this Agreement, and no data, documents or other information developed or received by Consultant in the performance of this Agreement shall be released by Consultant to any other person or public without City's prior written authorization. City shall grant such authorization if applicable law requires disclosure. 10.2. All press releases and other information to be published in newspapers or magazines will be approved and distributed solely by City, unless otherwise provided by written agreement between the Parties. Should Consultant receive any subpoena or other court order for production or disclosure of any records, Consultant shall immediately notify City and shall cooperate with City in responding to such subpoena or court order. 10.3. Consultant's obligations under this Section shall survive the termination of this Agreement. 11.0 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. 5 of 13 S7296 -0001 \2104184v2.doc 12.0 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. 13.0 Insurance 13.1. 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. 13.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for bodily injury, death or personal injury to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance shall 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. 13.2.1. 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 (or alternatively, Errors and Omissions Insurance, as authorized by the City's Risk Manager), and (4) Workers' Compensation Insurance as required by the State of California, and Employer's Liability Insurance. 13.2.2. 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 (or Errors and Omissions): $1,000,000 per claim /aggregate with an extended reporting period of not less than three (3) years after completion of the Services; 6of13 S7296 -0001 \2104184v2.doc and (4) Workers' Compensation in the amount required by law and Employer's Liability limits of no less than $1,000,000 per accident or disease. 13.3. The � insurance policiesi shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: 13.3.1. For all insurance policies required by this Agreement, that 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 (or ten (10) days if cancellation is due to nonpayment of premiums); 13.3.2. For all insurance policies required by this Agreement, that 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, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; 13.3.3. For all insurance policies required by this Agreement (other than professional liability), that coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials 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, designated volunteers and those City agents serving as independent contractors in the role of City officials shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 13.3.4. (Except with respect to any professional liability insurance (or errors and omissions insurance) required by this Agreement, that the City, its directors, officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds ( "collectively "Additional Insureds "); and 13.3.5. For automobile liability, that the City, its directors, officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, 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. If Consultant or Consultant's directors, officers, employees, subcontractors or other independent contractors will use personal automobiles or other motor vehicles in any way in the performance of this Agreement, Consultant shall provide evidence 7of13 S7296 -0001 \21 041 84v2.doc of automobile liability coverage for each such person. The automobile liability insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither the City nor its insurers shall be required to contribute to such loss. 13.3.6. With regard to the professional liability insurance policy (and /or errors and omissions insurance policy), that such policy shall "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend the Consultant for claims related to the alleged negligence or willful misconduct of Consultant. The policy retroactive date(s) shall be on or before the effective date of this Agreement. 13.4. All insurance required by this Section (other than professional liability) 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, designated volunteers, and those City agents serving as independent contractors in the role of City officials 13.5. 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, designated volunteers, and those City agents serving as independent contractors in the role of City officials; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 13.6. Each insurance policy shall be endorsed to state that the insurer waives the right of subrogation against the City, its elected and appointed officials, officers, employees, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials. 14.0 Indemnification, Hold Harmless, and Duty to Defend 14.1. Indemnification for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify the City, its elected and appointed officials, officers, attorneys, employees, agents, designated volunteers, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 14.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys and other professionals, and all costs associated therewith (collectively "Claims "), to the extent they arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or 8of13 S7296 -0001 \2104184v2. doc willful misconduct of Consultant, and /or its officers, directors, employees, agents, servants, subcontractors, contractors or their officers, directors, employees, agents, servants, subcontractors, or contractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. 14.2. Indemnification for Other Than Professional Liability. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages "), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, directors, employees, agents, servants, subcontractors, materialmen, suppliers, or contractors, or their officers, directors, employees, agents, servants, subcontractors, materialmen, suppliers, or contractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' (as defined in Subsection 14.1) passive negligence, except to the extent Damages arise from the sole or active negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice and shall pay all costs and expenses, including all attorneys' fees and expert costs, actually incurred in connection with such defense. 14.3. Consultant's defense and indemnification obligations under this Section 14.0 or any other provisions of this Agreement shall not be restricted to insurance proceeds, if any, received by Consultant, the City, or any other Indemnitees as defined in this Section 14.0. 14.4. All duties and other covenants of Consultant under this Section 14.0 shall survive termination of this Agreement. 15.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, 9of13 S7296 -0001 \2104184v2.doc color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, gender identity, gender expression, sexual orientation, marital status, age, or any other basis prohibited by law. 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. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, religion, color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, gender identity, gender expression, sexual orientation, marital status, or age, or any other basis prohibited by law. 16.0 Labor Certification 16.1. 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. 16.2. Consultant further certifies that it is aware of the requirements of Chapter 9.75 of the Seal Beach Municipal Code, California Labor Code Sections 1720, et seq. and 1770, et seq., and California Code of Regulations, Title 8, Section 16000, et seq., (collectively "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. To the extent that any of the Services to be performed under this Agreement constitute a public work to which prevailing wages apply, Consultant agrees to comply with the provisions of California Labor Code §§ 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit, not more than two hundred ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under that contract by Consultant or by any subcontractor. Consultant further agrees to comply with the provisions of California Labor Code § 1776 which require Consultant and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspections as provided by Section 1776, and (3) inform the City of the location of records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors. 17.0 Permits and Licenses 17.1. Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates as may 10 of 13 57296 -0001 \2104184v2.doc be required in connection with the performance of Services under this Agreement, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 18.0 Entire Agreement 18.1. 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. 19.0 Severability 19.1. 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. 20.0 Governing Law; Venue 20.1. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement shall be resolved in the superior court or federal court with geographic jurisdiction over the City. 21.0 No Third Party Rights 21.1. No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 22.0 Waiver 22.1. 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. 23.0 Prohibited Interests; Conflict of Interest 23.1. 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 11 of 13 S7296-0001 X21 oa 1 aav2.doc 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. 23.2. 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 Section 23.0, 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. 23.3. 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. 24.0 Attorneys' Fees 24.1. 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 parry 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. 25.0 Exhibits 25.1. 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. 26.0 Corporate Authority 26.1. The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of 12 of 13 S7296- 0001\2104184v2.doc 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 M Attest: 0 Jill R. Ingram, City Manager Robin L. Roberts, City Clerk in Name: Julie Dixon Its: Principal M Name: Approved as to Form: Its: Craig A. Steele, City Attorney 13 of 13 S7296 -0001 \2104184v2.doc DIXON Proposal To: City of Seal Beach From: DIXON Date: 8/2/2017 Re: Project Management and Operational Support Scope of Work Hi Vikki and Steve, The following is Dixon Resources Unlimited ( DIXON) proposal to extend parking support services to the City of Seal Beach, effective immediately. Scope of Services Task A. Seal Beach Municipal Signage & Code Review ➢ DIXON will Review and outline of recommended revisions and changes to Seal Beach MUTC parking signage intent of improving and streamlining public parking services provided by the City Task B. Parking Technology Pilot ➢ DIXON will lead the coordination of a parking technology pilot with selected vendors for approximately 60 to 90 -day trial of multi -space pay station and /or single -space meter technology ➢ DIXON will provide ongoing support and oversight of parking technology pilot ➢ DIXON will support the City's public outreach efforts for successful deployment and execution of pilot Task C. Data Ticket Equipment & Services Support ➢ DIXON will assist City in the coordination of enforcement technology and overall services enhancement with City's contract vendor for citation processing services Task D. Mobile Payment Solicitation ➢ DIXON will assist the City in the development of a Request for Proposals (RFP) solicitation for a mobile payment application for paid parking in the Seal Beach off- street paid parking lots. Task E. Additional Services ➢ DIXON will work with the City to support additional services as identified. Support terms will be mutually agreed upon between both parties. DIXON Pricing Support for the above Scope of Service will be based upon a flat fee in which DIXON will support the City with the stated parking related tasks as they are presented rather than task specific estimated. The agreement for this option will be in effect from August 1, 2017 through June 30, 2018 at a $8,250.00 per month fee, with an option to renew for an additional one (1) year period. This monthly fee includes at least one (1) day trip to the City per month. This is a program management model that will provide the City with direct support needed to ensure an efficient and optimized parking operation.