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18-0904_PROFESSIONAL PARKING_Professional Services Agreement First AmendmentI I I I r I i AMENDM£NT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT 1. Parties and Date. '. BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND PROFESSIONAL PARKING '. ' : ' This Amendment No. 1 to the Professional Service Agreement is made a:nd entered into as of this 1_ day of s,,.,*,..J.eY-. , 2018, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City,,) and Professional Parking, a California corporation, with its principal place of business at 2799 East 21st, Signal Hill, CA 90755 ("Consultant"). City and Conswtant are sometimes; individually referred to as "Party,, and collectively as "Parties." 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled "Professional Service Agreement" dated May 1, 2018 ("Agreement'' for the purpose of retaining the services of Consultant to provide trolley operation services for the City's 2018 Summer Trolley Program: . . . 2.2 Amendment Pumose. The City and Consultant desire to amend the Agreement to expand the scope of services to apply to the City's Summer Weekend and Special Event Trolley Service Program, extend the tenn of the Agreement as it relates to the new scope of services, and provide for a new compensation structure for the new scope of services. 2.3 Amendment Authoritv. This Amendment No. 1 is authorized purSuaD.t to Section 24 of the Agreement. '• 3. Terms. 3.1 Definitions. "Equipment" means all machinery, equipment, items, parts~ materials, labor or other services, including design, engineering and installation services, provided by Consultant as specified in Exhibit 0 A·l," attached herero and incorpomted h~rein by reference. 3.2 Services. The services to be perfonned, including provision of any specified Equipment, by Consultant under .this Amendment No. l are those services described in Exhibit "A· 1.,, Page 1of8 61147.02100\31398306.3 ' i 3.3 Materials and Workmanship. When Exhibit "A-1" speeifies machinecy, equipment or material by manufacturert model or trade nBinet no substitlition will be made withou~ City's written approval. Consultant warrants that the Equipment will be of merchantable quality and free from defects hi design, engineering, material and worlananship ·!or a period as provided by a manufacturer's warranty or as agreed to by Consultant end ~ity, from the date ~f final written acceptance of the Eqtiipment by City. Consultant further warrants that any servic;es provided in. · connection with the Equipment will be performed in a professional end workmanlike manner and in accordance with the highest industry standards. Consultant further warrants that: all machinery, equipment or processes included in the Equipment will meet the performance requirements and specifications specified in Exhibit "A·l" and shall be tit for'the purpose intended. City's inspection, testing, approval or acceptance of any such machinery, equipment or process will not relieve Consultant of its obligations under this Section. For any breach pf the wamintles contained herein, Consultant will, immediately after receiving notice from City, at the option of City, and at Consultant's own expense and without cost to City: (i) Repair the defective Equipment; (ii) Replace the defective Equipment with conforming Equipment, F.O.B. City's plant, office or other location of City where the Equipment was originally performed or delivered; or (iii) Repay to City the purchase price of the defective Equipment. Consultant also warrants that the Equipment is free and clear of all liens and encumbrances whatsoever end that Consultant has a good and marketabl~ title to same. · I , . . ' ' i 3.4 Pricing/Compensation. ! .. a. Subject to subsection (b) below, the City shall pay for all services and Equipment specified in Exhibit "A·l" pursuant to the Schedule of Charges set forth: in Exhibit "B· 1," attached hereto end incorporated herein by reference. Unless expressly provided otherwise, all prices and fees specified in Exhibit "B· 1" are finn and shall not be subject to change without the prior written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City's authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Equipment furnished to City hereunder; and f d) all charges for packing~ freight and transportation to destination. Consultant agrees to timely pay all sales and use tax (including any yalue added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal; state or local taxing authority on the ultimate purchase price of the Equipment provided under this Agreement. . I b. In no event shall ihe total amount paid for services rendered ~d Equipment provided pursuant to Exhibit "A-1" at the pricing and rates specified in Exhibit 11i3~ 1 '' exceed the sum of $970,595. ! r • & ! 3.5 Title and Risk of Loss. Consultant will be liable for any loss or damage to the Equipment and/or the materials caused by Consultant or its subcontractors, their agents or . employees, and Consultant will replace or repair said Equipment or materials at its own cost to the complete satisfaction of City. Notwithstanding the foregoing, in the event that the City has paid Consultant for all or a portion of the Equipment which remains in the possession of Consultant, then City shall have title to, and the right to take possession of, such Equipment at ariy time foliowing payment therefor. Risk of loss for any Equipment which remains in the possession of Consultant shall remain with Consultant until such Equipment has been deli~ered ·or City has taken possession Page2of8 61147.02100\31398306.3 '• thereof. 3.6 Term. The term of this Amendment No. 1 shall be from July l, 2018, to June 30, 2023, unless earlier terminated as provided in the Agreement The Parties may, by.mutual written consent, extend the tenn of this Amendment No. I. · 3.7 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and etl'ect>S11d shall govern the actions of the Parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the tenn "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. l. 3.8 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.9 · Severability. If any portion of this Amendment N~. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Ne:r.t Page] '• .. . . Page 3 of8 '. 61147.02100\31398306.3 .. · .. ·-' ., i i I . ' ·-,'·:'·: I · .. ' ' I · ···· t~i~~£~m:~~~~l!!~BiBt~~e~~~!:!~i~~~~~· .. . · · · ·· .· ·;;BE:'l'NMEEN''mHEtGIJ::.Y:,l()F,lS8N:·Jlh~Nz€~1STR:ANO~ . · .. 'j}:_ .~:-· -~ · \~'.lf~~R~~-~~!~*~~-~~-~i'. · . '" ), ~ . .' .. ' .... 'il,~!fi~Y~~~~:~~1~~Q> · • ,'. ..,. ·.. <.'.~.;, .: '· ''. -' .•. :. 61;1411o~ibo~.!;~s3:~6~:h . ·'• -· •r ' . ' .. ·,· ... ' r .,_ • : \ , ~ ,_ -·-· 1 ,(' y~ , ; " ~·· ' ' " • ' ' -y t . .::PRQ~ESSIQ~:At/:RA'.RKING : ·.·.·.·.~~. ~t:::~· ~I.ill~:, ··· . _,,_ ·' ·· .. ':t~~-09;4. -~~{ ~~ .. .. ' . .. . '•;,.,. < ••• . I I ,, --··. ·, ··. -. - ·EXHIBIT "A•l" Scope of Services/Equipment I ! Scope of Services ! The City's Summer Weekend and Special Event Trolley Service (July 1, 2018 -Jwie 30, 2023) will operate during the City's peak period of demand for thirteen consecutive weekends beginning in early June through the Labor Day holiday. The service will i!lclude up to two trolleys on twenty-.· minut.e frequencies servicing a continuous loop from downtown San Juan Capistrano to a Dana Point trolley service connection stop. The trolley program will also include year-round special event trolley service to include the following San Juan Capistrano special events: Swallows Day Parade, Spring Eggstravagan7.a, San Ju&Ii Summer Nights Concert Series, Fourth of July service, Summer Carnival service, and the City1s Christmas Tree Lighting Celebration. • Professional Parking to operate trolley service every weekend from the first Jtriday in June through the Labor Day holiday, from S:OO p.m. to 9:00 p.m. on Fridays, from 11 :00 a.m. to· 9:00 p.m. on Saturdays, and from 11 :00 a.m. to 7:00 p.m. "on Sundays. • During peak times, there will be two trolleys in service with as few as one in service during slower times. Professional Parking to interface with City's project manager (Tom Toman) regarding ridership, routing, staffing and any modifications needed to the trolley route in order to achieve the ridership required by the OCTA Project V grant. • Professional Parking to adhere to the following planned ;oute: A twenty minute loop starting from the Metrolink. Station at Verdugo Street, going south on Camino Capistrano to Del Obispo Street~ west on Del Obispo Street to Alipaz Street, south on Alipaz Street to Camino Del Avion, west on Camino Del Avion to Del Obispo Street, south on Del Obispo Street to Stone Hill Drive (connection point with Dana Point summer trolley service), east on Stonehill Drive to Camino Capistrano, north on Camino Capistrano to La Z'10ja Street, east on La Zanja Street to Bl Camino Real, south on Bl Camino Real to Ortega Highway, west on Ortega Highway to Camino Capistrano, and south oil CSinino Capistrano to i Verdugo Street and the Metrolink Station. Existing OCTA stops will be used as trolleys stops and signs will be used with route and schedule information· specific to the summer trolley service. As with the schedule, it might be necessary to make minor adjustments to the rout~ during certain times in order to maintain the required level of ridership. . ! • Professional Parking to purchase, operate and implement service with tw~ 2017 32 foot ·Hometown Trolleys that are gas fueled, ADA compliant, and capable'. of effectively traversing City streets. Professional Parking to coordinate and implement the operations and maintenance (O&M) services required including labor, fuel, cleaning and insurance needed for the multi-year program. The trolleys would become the property of the C~ty at the end of the five·year tenn. . ' PageSof8 '• 61147.02100\31398306.3 a. :Eguibmerit ... ~:::~~:~~:$&'f~:~:;~~~:~~!·~~~;;r::::t!~~~~:~~t!~f00f ;trav¢r:&fn~;GitY::stf¢etsl · ··· ···· · · ·• ·· · t> Yefiible:fn NtimBei'i'lF66F5D¥2HOA15.5o9' ·~· ·v~lli:cie"II)'.NuniBcit;"n~6~!:P.R:~~ii~~i~~;?.Q; '• .. .. HOMETOWNTROLLEYVILLAGER.2080 32' TROLLEY • 26 SEATED PASSENGERs + 1 WHEELafAIR. OR • 24 SEAnID PASSENGERS+ 2 WHEil.CHAlRS FORD FS3 RAIL CHASSIS 6.SL 3 VALVE PER CYLlNDBR. VlO GASOLINE ENGINE FORD GASEOUS FOEL PREP PACKAGE • INCLUDES HARDENEi> VALVES AND VALWSBA.Ts 7S GALLON GASOLINE TANK FRONT CENTER.HBADLIGHT FRONTBVMPERCOWCATCffml WOVENWIRB-BLACiC. ARCH TOP DROP SLIDER TlNTBD WINDOWS AU'lHENnC GONG BELL WlTHPUIL HANDLE PASSENGER.STOP REQUEST SY'STEMWltHLtGBT & ~CORD STAJNLBSS S'IEEL ROLL OUT BATl'ER.Y TRAY SnmETSIDE EXHAUST ENTR.YDOOR-34" ELECTRIC OPERA'i'.ED '. FUNCTIONAL REAR PORCHWlTH STEPW£LLAND ¥.t HEIGHT EXIT GATE· FRONT & REAR MUD FLAPS FRONT AND REAR. TOW HOOKS . . PAGE SYSTEM Rm WI 2. SPEAKERS (STAND ALONE PAGE) HEADSET Mic INCLUDED SLlP RESISTANT TRANSrr FLOORING-TAN DASH A/C & HEAT/DEFROSTER HVAC: ·120,000 B1UMAXA/C wrm TWIN COMPRF.SSO~ REAR. PASSENGER. COMPAR.TMENTHEATER.451000 BTU. HF.ATER WAT.ER. CIRCULATION PUMP VOYAGlm.BACK UP CAMERA Wl'i'HlN DASH MONITOR LIFr PACKAGE. BRAUN NL 919 Q'STRAINT SLD>E-N-CLICK. TJE DOWNS (2) STORAGE BOX FOR.BELTS-HOLDS 2 SETS VJNTAGB STYLE SEATS wrrH OAK SLATS VJNTAG.E STYLE FLIP SEATS wrtH OAK SLATS MIRRORS, EXTERIOR CALIFORNIA STYLE · • . INVER.T.ER.FOR 1 lOV OUTLEI' USED POR DECORATIVE LIGHTING VINTAGE STYLE SEATS Wll'H OAK SLATS PER SEATING PLAN BOSTROM SUSPB'NSION DRIVER SEAT 2 TONE PPG PAINT AND HT STRIPE GRAPHICS LEXAN TINTFD DRIVER SUN VISOR BRASS BAND RAILS INTERIOR frX 2~ REAR VIEW MIRROR 1WO TONBPAJNT AND BT STRIPE Page 7ot8 61147.02100\31398306.3 '• .. I I. I I ) EXHffilT "B·1" Schedule of Charges Consultant will invoice City on a monthly cycle. Consultant will include With each mvoice a detailed progress report that indicates the amount of b_udget spent on each task. Consultant ',will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract. I. ' Fee: · Compensation shall be a "Not-to-Exceed" fee in the amount of S970,S9S, inclusive ~of rcimbUI'Sable expenses based on fee schedule set forth below: : . I .:·.· .. Yt·ar To!:il C:tpital Total <>&M Tola! Cosls Tot:il 1\n11ual C11.'if.-; I [ourl\" Cu.-;l.s JI u 11 rl~· Ho 11 rl~· Cu.sis (788 lluurs) 1: 2018/2"019 . . . $108.25 $123.75 '$232.0'0 ·'Sl 82,816.00 2: 2019/2020 $111.50 $127.46 $238.96 $188.300.48 3: 202012021 $114.84 $131.29 $246.13 $193~949.49 4: 2021/2022 $118.29 $135.22 $253.51 $199,767.98. 5: 2022/2023 $121.84 $139.28 $261.12 $205.761.02 Total $970.594.97 Consultant must rent two (2) trolleys as identified in Exhibit "A.J" as of June 1, 2018, and purchase the same two (2) trolleys by no later than July 1, 2018. The annual fees noted in the fee schedule above shall cover the cost of performance of all services and putchase of all equipment specified I . under Exhibit "A-1." Following the expiration of the initial five (S) year term of this Agreement (July 1, 2018 ·June 30, 2023), title to and possession of the two (2) trolleys shall be immediately transferred to the City. If the City continues to operate the trolleys three (3) days a week, thirteen (13) weeks a year, the life of the trolleys should exceed ten (10) years. I• '• Page 8 of8 61147.02100\Jl398306.3 '.