19-0607_HOWELITE PARKING SOUTIONS, LLC_Professional Services AgreementCIW OF SAN JUAN CAPISÏRANO
PROFESSIONAL SERVICES AGREEMENT
Thls Agreement ls made and entered lnto as of June 7, 2019, by and betwEen the Ciþ of
Sen Juan Ceplslrano, a publlc ägoncy organized and operaling under the laws of the State of
Califomla with lts prÌncipal place of buslness at 32400 Paseo Adelanto, $an Juan Caplstrano,
CA 92075 ("C[f], and HowEllte Parklng Solutions, LLC, a Callfornla llmlted llabillty oornpany
wlth lte prinolpal place of buglnsss at 311S1 'Casa Grands Drlvs, San Juan Caplstrano,
Califomla 92t75 (hereinafter refened to aE "Consultant'). City and Consultant are sometlmes
lndividually refened to as oPartf and colleo-tlvely as nPartles" in thls Agreement,
RECITALS
:A, tlty ls a publlc agêncy of the State of Callfornla and ls ln need of professional
services for the fotlowing proiect:
Summer 2019 Valet Parking Program (herelnafter refened to es'the ProJecf).
B. Consultant ls duly llcensed and has the necessary quallfications to provide such
seMces.
C. Tha Partles deelre by this Agreement to establlsh the terms for Clty to retain
Consultant to provlde the servlces descrlbed herein.
AGRËËMENT
NOW, THEREFORE, lT lS AGREËD AS FOLLOWS:
1" Servlc€s.
Consultent shall provlde ths Clty wlth the services descrlbed ln the Scope of Servlces
attached hereto as Exhlblt "A,"
2. Oomoengallon.
a, ln no event shall tha total amount pald for eervlces rendared by
Coneultant under thls Agreement exceed the sum of $9,99 (Zero dollaru). HowElitE's proposal
includee a "turn-key" operation wlth no cost to the Clty, extensive liabillty insurance covsragê
and lndemnlfloatlon, end a proposed valel parklng fee of $9 per vehlcle.
3. AddltlonelWork
lf changes in the work ssem merlted by Consultant or the Clty, and informal
coneultatlons wTth the other party lndlcate that a chánge ls wEnanted, lt shall be processed ln
the followlng mãnnêr: a leltei ouillnlng the changas shall be fonrarded to the Clty þy Coneultant
wlth a statãment of est¡mated changes ln feà or tlmø schedule. An amendment to this
Ágreement shall be prepared by the Clty anO execuled.by both Parties before performance of
rlîñ räÑir$, ot ilre'citi wili not ¡s reqúhed to pay for thé changes ln the sgoPe of work. Such
amendrnent shall not reñder lneffectlve or lnvalldate unaffected portlons of thls Agreement.
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4, Mqlntenqnce of Reçordq.
Books,.documsnts, papðrs, accountlng records, and other evldence pertainlng to cogts
lncuned shall be maintalned by Consultant end mede avallabla at all reasonable tlmes during
the contract period and for four (4) years from the date of final payment under the contract for
inspeotlon by City.
5. Term.
The term of thls Agreement shall be from June 7, 2019, to $eptember 2, 2019, unless
earller terminated as provlded hereln, The Parlles may, by mutual, written consent, extend the
term of thla Agreement lf n€csssary to complets thð ProJect. Consultant shall perform lts
servlces ln a prompt and tlmety mannor wlthln the terrn of thls Agroement,
6. Delavs in Performance
a. Nelther Clty nor Consultant shall be consldered ln default of thls Agreement for
delays ln performanca cau¡ed by circumstances beyond the reasonable oontrol of the non'
perfórming party. For purposes of this Agreement, such clrcumstances lnclude but are not
iim¡teU to, abnormal weather conditions:'floods; earthquakes; fire; epldemlcs; warl rlots and
other civil dlsturbances: strikes, lockouts, work slowdowns, and olher labor dlsturbances;
sabotage or J udlclal restnalnt,
b. Should such cTrcumstances ocöur, the non-performing party shall, within a
reasonable time of belng prevented fiom performlng, glve wrltlen nolice to the other party
descrlblng the circumstances prevEnting contlnued performancE and the efforts being made to
resums performance of thls Agreement.
7. Comoliance with Law.
-
e. Consultant shall comply with all applicable lews, ordinancos, codos and
regulatlons of the federal, state and local govemment, lncludlng Cal/O$HA requlrements.
b. lf requlred, Consultant shall asslst the Glty, as requested, ln obtalnlng and
maintaining allpermits requlred of Consultant by federal, state and local regulatory agencles.
c. lf applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazerdous and toxlc substances spilled as a result of hls or her servlcês or operatlons
performed under this Agraement.
8. Slandard of Cerg
Consultant's servicss will be performed in accordance wlth generally accepted
professlonal practlces and princlptee and ln a mannsr consistent with the level of care and sklll
äø¡narl¡y exerdsed by members of the professlon cunently prac-ticing under slmllar çondltlons.
9. Asslonment and Subconsultant
Consultant shall not asslgn, sublet, or'transfer thle Agreement or any rights under or
inlerest in thls Agreement withoul lhe wrltten co¡sent of the City, which may be wlthheld for any
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reason. Any atternpt to so assign or so transfer without such consent shall be void and without
legal effeot and shall constitutê grounds for termlnatlon. Subconlracts, lf any, shall contaln a
provlslon rnaklng them subject to all provislons stlpulated ln this Agreement. Nolhlng e,ontained
hereln shall prevent Consultant from employlng independent associates, and subconsultants as' bonsüitant may deem appropriate to asslst in the performence of servlces hereunder.
10, lndqpendontContraalor
Consultant is retained âs an independent contraotor and is not an employee of Clty. No
employee or agent of Consultant shall become an employee of Glty. The work to be performed
shall be ln accordance wlth the work described in thls Agreement, subject to such directions and
amendments from City as herein provided.
11. lnsurance. Consultant shall not cornmenöð work for the Clty untll lt has provided
evidel-rce satisfactory to the C¡ty ¡t has secured all lnsurance required under this section. ln
addition, Consultant shall not allow any Bubcontractor to commence work on any subcontract
untll lt has secured all lnsurance required under lhis section,
a, iomrnerqlalGeneralLiabllitv
(l) The Consultant shall take out and maintain, during the
performance of all work under thls Agreement, ln amounts not less than speclfTed herein,
ôommerclal General Llablllty lnsurance, ln a form and with insurance companles acceptable to
the City.
reast ae broad as the rli[*,*l"terage
for corflmerclal GenEral Liablllty insurance shall be at
(1) lnsurance Servlces Oftlce Commercial General Liability
ooverage (Occurrence Form CG 00 01) or exact equivalent.
(ii¡) Commercial General Llablllty lnsurance must lncludê coverage
for the followlng:
Bodlly lnjury and Property Damage
Personal Inlury/Advertlslng lnJury
Prem ises/Operatlons Llablliþ
Products/Completed Operatione Liability
Aggregate Limits that Apply per Project
Exploslon, Collapse and Underground (UCX) exoluslon
delBted
Cont/actual Liability with respect to thls Agreernent
Property Damage
lndependent Consultants Coverage
(1)
(2',)
(3)
(4)
(5)
(6)
(7)
(8)
(s)
(iv) The policy shall contain no endorsemenls or provislons limltlng
,cþversge fof (1) contiaotual llablllty; (2) cioee llablllty excluslon for clalms or sults by one'insured- agalnit 'änother; (3) products/completed operatfons liabillty; or (4) contaln any other
exoluslon contrary to the Agreement'
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(v) The policy shall give C¡ty, lts oflicials, officers, employees,
agents and CÌty deslgnated volunteers additlonal lnsured status uslng ISO endorsement forms
GG 20 10 10 01 and 20 37 10 01. or endorsements providing ths exact eame coveragê.
provrde coveraså ",.J:3 ",, Jl;î,.'3;[ilLlL1iiïr, 3í,'rîffii"üT,å'l'liuillliitiÍ|'J'i:i,iJ
provlded that such deductlbles shall not apply to the Clty as an addltlonal insured,
b. Atlofnoblle Llabllltv
(¡) At all times during the performance of the work under thls
Agruement, the Consultant shall malntaln Automobile Liablllty lnsurancs for bodily infury and
property damage including coverago for owned, non-owned and hlrsd vehicles, in a form and
wlth lnsurance compenies acceptable to the City.
(¡i) Coverage for automoblle llablllty lnaurance shall be at least as
broad as lnsurance Sarvlces Offlce Form Number GA 00 01 coverlng automoblle llablllty
(Coverage Symhol 1, any auto).
(la¡) The pollcy shall give Clty, lte offlclals, offlcers, employees, agents
and City deslgnated volunteers addltlonal lnsured status.
(lv) Subject to written approval by the Clty, the automobile liability
program may utilize deduc{lbles, provided that such deduc'tibles shall not apply to the City as an
addltional insured, but not a self-lnsured retention.
c. Worftens'Qqr0qsnsåtion/Emolglle/s. Liabllltv
(i) Consultant certlfies that he/sha ls aware of the provlslons. of
Sedlon 3700 of ths CåÍlfomla Labor Code whlch requlres every employer to bs lnsured against
liablllty for workers' compensatlon or to undertake self-lnsurence in accordance wlth the
frovlsions of that codÊ, and he/she will comply wlth such provislons before commenclng work
under thls Agreement.
(ll) To the extent Consultant has employees at any tlme during the
term of this Agreement,'at all tlmes durlng the performance of the work under thie Agreement,
iñä CònJuffani shatt malntaln full compenlation insurance for all persons employed directly by
¡trltrer to carry out the work contemplated under this Agreernent, all in accordence with the
.Úorkers' Comþensatlon End lnsurance Act,' Division lV of the Labor Code of the State of
California and âny acts amendatory thereof, and Employefs Liablllty Coverage ln amounts
indicated hereln, Consultant shall iequire all subconsultants to obtaln and malntaln, fol the
pe¡ø iequlred by thls Agreement, workers'compensatlon coverage of the same type and llmlts
as specifled ln this section.
d, Professlgnal Llaþllltv (Errors and Omlselon¡ì
At a1 timee during the performance of the work under lhls Agreernent the Consultant
shall maintain professloñd l¡ebil¡ty or Errore and Omisslons insurano€ app.rgpriate to its
proieriton, in a form and wlth lnsurance companies acce.ptable to the Clt_y ql9 ln an amount
m¿rcat"O hereln. This lnsurânce shall be endorsEd to lncluds contraclual llabllity appllcabla to
tnts lgreement and shall be written on a pollcy form coverage specifically designed to protect
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trpdÂlcd M¡rch 2019
against ads, enors or omlssions of the Consultant, 'Covered Professional Servlces" as
deslgnated ln the policy must specíflcally lnclude work performed under thls Agreement. The
pollcy musl 'pay on behalf of' the lnsured and must lnclude a provlslon establishlng the insurer's
duty to defend.
ê. Mlriimum Póllcv Llqrits Rgqulred
(l) The followlng lnsurance llmlts ere requlred for the Agreement:
Commercial General Llabllity
Comhlned Slnglg Ljmit
$2,000,000 p€r occun€ncs/ $3,000,000 aggregate
for bodily injury, personallnjury, and property
damage
Automobile Llablllty $1,000,000 cornblned slngle llrnit
Garagekeepers Llablllty $2,000,000 psr occurr€nce/ S3,000,000 aggregate
for bodlly injury, pereonal injury, and property
damage
Employer's Llablllty $1,000,000 per accldent or dlsease
Professionat Liability $f ,000,000 per clalm and aggregate (enors and
omissions)
(ii) Defense oosts shell ba payable in addltlon to ths llmlts.
(ii¡) Requirements of specific coveräge or limits contsined in lhis
sectlon are not intended gs a limltation on coverÊge, limits, or other requirement, or a waiver of
any coverage normally provlded by any insurance. Any avallable coverage shall be provlded to
thé par¡es iequired lo be named as Addltlonal lnsured pursuant to this Agreement.
f. Evidqnce Reoulred
Prior to executlon of the Agreement, thE Consultant shall file with the City
evldence of insurance from an insurer or lnsurers certlfolng to the coveräge of all lnsurance
required herein. Such evidence shall lnclude original copies of the ISO CG 00 01 (or insurefs
eqúlvalent) eigned by the insurer's representatlve and CertÌficate of lnsurance (Acord Form 25'
S'or equiúatent¡, toôether with requlred endorsements. All evidence of insurance shall bE
slgned by a properly authorized officer, agent, or quallfied representative of the insurer and
sñall certify the names of the insured, any additional insureds, whsre approprlate, the type.and
amount oftne insurance, the locatlon and operatlons to whlch the lnsurance applles, and the
explratlon date of such inguranoe.
g, PollcvFrovlslons Requlred
(¡) Consultant shall provide the City at loast thirty (30) days prior
wrltten notice of cancellation of any poliry required by thls Agreement, except that the
Consultent shall provlde at least ten (10) days prior wrltten notioe of cancellatlon of any such
pollcy due to non-psym€nt of premlum. lf any of the requlred coverage ls cãncelled or explres
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6l147.02100\10974m.t
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during the term of this Agreement, lhe Consultant shall deliver renewal certiflcate(s) lncluding
the General Liability Additional lnsured ËndorsEmont to the Clty at least ten (10)days prlor to
the effectlve date of cancellatlon or explratlon.
sha, each conrain; Jlllu*.l:i-,i,'Jîilli'3:1,f,ñffii:'oïfi:JlI;rffiîll,åï:tr'Jirfiffi
lnsurance, sslf-lnsurance or other coverage maintalned by the City or any named lnsureds
shall not be called upon to contribute to any loss.
(iii) The relroactive date (lf any) of each poticy is to be no later than
the effectlve date of thls Agreement. Öonsultant shall malntain euch coverage contlnuously for
a period of at least three years after the complation of the work under thls Agreement.
Consultant shall purchäse a one (1)year extended reportlng period A) if the retroactlve date ls
advanced past the effectlve date of thls Agreement; B) lf the pollcy is cancelled or not renewed;
or C) if the policy is replaced by another clalms'made policy wlth a retroactlve date eubsequent
to the effectlve dats of thls Agreement.
riabiriry.cove,,s,, *n,1lJo^*il'.ñX'Xli"jlåi',iïåffJi'iXü;,i:iJ,,t;å,,if',it:",l3Ëilli
Clty, its ofücials, offlcers, employees, agents, and volunteer$ or shall specifically allow
Consultant or others providing lnsurance svldence in compliance wlth these speciflcatlons to
walve thelr rlght of recovery prlor to a loss, Consultant hereby walves lts own right of recovery
against City, and shall require similar wrltten sxprêss walvers and lnsurence clauses from eaoh
of lts subconsultants.
(v) The llmits set forth hereln shall apply separately to each insured
agalnst whom clairns are made or suits are brought, except wlth respect to the llmlts of llablllty,
Further the llmlts set foilh hereln shall not be construed to rslieve the Gonsultant from llabllity in
excess of such coverager nor shall lt llmlt the Consultant's indemnification obligations to the
City and shall not preclude the Gity from iaking such other actions avallablE to the City under
other provlslons of the Agreement or law.
h. QuallMng l4surglg
(l) All pollcies requlred shall be lssued by acceptable lnsurance
companies, ag determlned by the Clty, whlch satlsff the following minimum requlrements:
(f ) Each such policy shall be from a compåny or companies
wlth a current A,M. Best's ratlng of no less than A:Vll and admitted to transact in the' business of insurance in the State of California, or otherwise allowed lo place insurance
through surplue llne brokers under applicable provlslons of the Californla lnsurance
Code or any federal law.
. Addltlonal lns,urgnoe Proviglone
*uãog"tobemarn,9,n,oili¿lî:.T,iiiiHåf#'$;,,iîiîåiîåry,åffi H,l'*'ff il!'äi,ïi:
not htãnded to and shall not in any manner limit or qualify the liabilities and obligations
othen¡¡lse assumed by the Consultant pursuant to this Agreement, includlng but not limited to,
the provislons conceming lndemnlfi cation.
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(¡¡) lf at any time during the life of the Agreement, any ælicy of
insuranco requlred under this Agreernent doss not comply with these specilìcations or lg
cancetod and not replaced, Clty has the. right.but not the duty to obtaln the lnsurance lt deems
nec€ssary and any premlum pdld by Cfty wlll be promptly reimbursed by Consultant or Cl$ wlll
wllhhold amounts sufflcient to pay prernium from Coneultant payments, ln the alternative, Clty
may cancel lhls Agreement.
(iii) The Clty'rnay raqulre the Consultant to provlde complete coples of
alllnsurance pollcles ln effect for the duratlon of the ProJect.
or vorunteers sha' of'J'".H,iii:jHfi',1'Jiå'"lililï,fi#îñ'ilit,iLi3l:ifif"'flili?iil:
Agreement
j, SubconsultÊnt lnsqEfifå ReouirEmenle. Consultant ehall not allow any
subcontractors or suboonsultants to comm€ncs work on any subcontraot until they have
provlded evidence salisfactory to the Clty that they have secured all insurance requlred under
ihls sectlon. Pollcles of commerclalgeneral llablllty lnaurance provlded by such subcontrac,lors
or subconsultants shall be endorsed to name the Clty as an addltlonal insured uslng lS0 form
CG 20 38 04 13 or an endorsement provldlng the exac,t same mv€rage. ll requested by
Consultant, Clty may approve dlfferent scopes or minimum llmits of lnsurance for partlcular
subcontractors or subconsultents.
12. lnCemnif¡cation.
a. To the fullest extsnt permitted by law, Consultant shall defend (with
counsel of City's chooslng!, lndemnlfy and hold the Clty, lts offiolale, offlcers, employees,
uólunteers, and agents freð'and harmlèss from any and all clalms, demands, cËuses of action'
cortg, expensÊs, liaUility, loss, damage or injury of any klnd, ln law or equity,1o property or
persons, includlng wronþfd death, ln any manner,arising.out of, peflalnlng to, or lncldent to any
äds, eriors or omlsslonl, or wlllful mlsconduct of Consultant, lts offlclals, officers, employees,
eubcontractors, consultants or agents ln connectlon wlth the performance of the Coneultant's
seruices, the Pioject or thls Agreement, lncluding wlthout llmltatlon the payment of all damageg'
áxpert wilnese fåes and attoiney's fees and other related costs and expenses. Consultant's
ıU[tga¡on to lndemnlfy shall nót be restrlcted to lnsurance proceeds, lf any, received by
Coniultent, the City, lts ofllclals, officers, employees, agents, or volunteers.
b. tf Consultant's obligation to dsfend, indemnlfi, and/or hold harmless
arises out of Consuttant's performancE of "design professlonal" sErvlcss (as that term ls defned
unOár Clvll Code sectlon 21IAZ,A¡, then, and only to the extent requlred by Clvil Code seotlon
ZigZ,g, whlch ls fully lncorpordted hsreln, Consultanfs indemnificatlon obllgation shall be
llmlted io claims ttret årige orit of, pertaln to, or relate to the negllgence, recklessness, or willful
mlicon¿uA of the tonsultant, and, upon Consultant obtaining a final adiudloation by a court of
cômpetent Jurisdlctlon, Consultant's llablllty for such -clafq, lncluding the cost to defEnd, shall not
exoeed the- Consu ltant's proporllonate percentage of fault.
13. Ç?llfornla Laþçr Fode Requlrements.
a. Consultant ls aware of the requlrements of Callfornla Labor Code
Sec{ons 1720 elseg. and 1770 et seq., whlch requlre the payment of prevalllng wagetates.and
tft" p"rformànoe of 'other requlremenis on certaln 'public workso and .malntenenceo projscts
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("Prevalllng Wage Laws"). lf the servioos are being perforrned as part of an applicable "publlc
works" or "maintenence" proJect,'as defined by the Prevailing Wage Laws, and if the total
compensation ls $1,000 or more, Consultant agrees to fully comply with suoh Prevalllng Wage
Laws, Consultant shafl defend, indemnlfy and hold the City, its offlclals, offloers, employees and
agents free and harmless from any claims, liabllltles, costs, penâltiês or interest arislng out of
any fallure or alleged fallure to comply wlth the Prevailing Wage Laws, lt shall be mandatory
upon the Consultant and all subconsultants to comply with all Californla Labor Code provisions,
whlch lnclude but are not limited to prevailing wages (Labor Code Sectlons 1771, 1774 and
1775), employment of apprentlces (Labor Code Section 1777.51, certified payroll records (Labor
Code Sectlons 1771,4 and 17761, hours of labor (Labor Code $ections 1813 and 1815) and
debarment of contractors and subcontractors.(Labor Code Section 1777,1\, The requlrement to
submlt certlfied payroll records dlrectly to the Labor CommlsslonEr under Labor Code sectlon
1771.4 shalf not apply to work performed on a publlc works proiect that ls exempt pursuant to
the small proJect exemptlon specifle{ in Labor Code Section 1771.4,
b. lf the ssrvlces are being performed as part of an applicable'pubfic works'
or'melntenance" project, then pursuant to Labor Cods Sectlons 1726,6 and 1771.1, thE
Consultant and ali subconsultants performlng such services must be registered with the
Oepartment of lndustrial Relations. Consultant shall maintain registration for the duration of the
Prdec,t and require the same of any eubconsultants, as applicable. Notwithetanding the
foregolng, the contraotor reglstratlon requírernents mandated by Labor Code Sections 1725.5
and-177L 1 shall not apply to work pelormed on a publlc works proJeot that ls exempt pursuant
to the small project exemption specified ln Labor Code Sectlons 1725.5 and 1 771 . 1 .
c. This Agreement may also be subject to compllance monltoring and
enforcement by the Department of lndustrial Relations, lt shall be Con¡ultant'e eole
responslbility to-comply with all appllcable registration and labor compllance regulrömsnts. Any
stoþ ordera lssued by the Department of lndustrial Relations against Consultant or any
subcontractor that affect Consultant's performance of services, including any delay, shall be
Consultant's sole responsfbitlty, Any delay arising out of or resultlng from such stop orders shall
be consldered Coneultant caused delay and shall not be compensable by the Clty, Consultant
shall defend, lndernnlfy and hold the City, lts officlals, officers, employees and agents free and
hamiless from any claim or liability arising out of stop orders issued by the Department of
lndustrial Relatlons against Consultant or any subcontrac{or.
14. Verilioàtloh of Emoloyment EltgJþ.[lltV,
By executing thls Agreemenf, Consultant verifies that lt fully cornplles wlth all
requlremânts and iestrictionê of state and federal law respecllng ths employment of
unùocumented allens, lncludlng, but not limited to, the lmmlgratlon Reform and Control Aot of
1g86, as may be amended from tlme to time, and shall require all subconsultants and sub-
subconsultants to comply with the säme.
15. Clþ Material Reouirements. "Reserved"
16. Laws and Venue.
This Agreement shall be lnterpretsd ln aocordance with the laws of the State of
Californla. lf any aotlon lr brought lo interpret or enforce any term of thls Agreement, the ac,tion
shall be brought-ln a state or federal court sltuated ln the County of Orange, State of California.
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Upd¡lÊd March 2019 :
17 Terminatlon or,4bandgqllent
a. .City has the rlght to termlnate or abandon any portlon or all of the work
under thls Agreement by glvlng len (10) calendar days written notlce to ôonsultant. ln such
event, City shall be immedlately glven title and possesslon to all original field notes, drawlngs
and specificatlons, written reports and other documents produced or developed for that portlon
of the work completed and/or belng abandoned. Clty shall pay Consultant the reasonable value
of servlces rendered for any porllon of the work completed prlor to termlnatlon. lf sald
termlnatlon occurs prior to completlon of any task for the Project for which a payment request
has not been received, the charge for services performed during such task shatl be the
reasonable value of such ssrvic€g, based on an amount mutually agreed to by City and
Consultant of the portlon of such task completed but not pald prlor to sald termlnation. Clty shall
not be llable hr any costs other than the chargee or portlons thereof whlch are speclñed hereln.
Consultant shall not be entltled to payment for unperformed services, and shall not bs sntltled to
damages or compensallon for teiminatlon otwork,
b, Consultant may termlnate lts obligatlon to provide further servlces under
thls Agreement upon thlrty (30) calendar days' writlen notice to City only in the event of
substantialfailure by Cily to perform in accordance with the terms of this Agreement through no
fault of Consultant.
18 D.ocumentç, Except as othenflise provided in "Tennination or Abandonment,'
above, all origlnal field notes, written reports, Drawings and Speclflcatlons and other
documents, producad or daveloped for the Prolect shall, upon payment in ftill for the services
descrlbed ln thls Agreement, be fumished to and become the propsrtyof lhe Clty.
19. Omanlzatlon
Consultant shall aaslgn Mlleq Howe as Project Manager. The Project Manager shall not
be removed f¡om the Project or reassigned without the prlor written coneent of the City.
2A. Limltation of Aoreement.
This Agreement is llmlted to and includes only the work lncluded in the Projeot described
above.
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21. Notl.ç
Any notlce or instrument required to be given or deilvered by thls
given or delivered by deposltlng the same ln any Unlted States Post Office,
recêlpt requested, postage prepald, addressed to:
Agreement may be
certilìed mail, relum
CONSULTANT;CITY:
City of Sen Juan Capistrano HowEllle Parking Solutlons, LLC
32400 Paseo Adelanto 31151 Casa Grande Drive
San Juan Caplstrano, CA 92675 San Juan Capistrano, CA 92675
Attn: Tom Toman, Asslstant Publlc Works Attn: Mlles Hows, Owner
Director
and shall be effectlve upon receipt thereof.
22. Thlrd-Pq¡lv Rlohts
Nothing ln this Agreement shall be construed to glve any rlghts or benefits to anyone
other than the Clty and the Consultant.
23. ÇquBlOooortunitvEmnlovment'
Consultant represents that lt ls an equal opportunity employer and that It shall not
dlscrimlnate agalnst any employee or appllcant lor employment beceuse of rece, rallgion, colort
national orlgln, anceslry, sex, agê or other interests protected by the $tate or Federal
Constitutioné, Suctr nondiscrimination shall lnclude, but not be llmlted to, allactivities related to
lnltial emptoyment, upgrading, demollon, transfsr, recrultment or recruitment advertising, layoff
or termlnation.
24. Entlre Aqreom,€.¡t
Thls Agreement, wlth lts exhlblts, represents the entire understandlng of Clty and
Consultant ae to those matters contalned herein, and supersedes and cancels any prlor or
contemporaneous oral or wrltten understanding, promlsss or representatlons wlth respect to
those matters covered hereunder. Each Party aoknowledges that no representations,
lnducements, promises or sgreements have been made by any person whlch are not
lncorporated hároin, and that ány other agreements shall be- vold. Thls Agreement may not be
modliled or altered except ln wrltlng slgned by bolh Psrtles hereto. Thls is an lntegrated
Agreement
25, -Sevgrablllty
Ths unenforceablllty, lnvalidity or lllegall$ of any provlslon(s) of this Agreement shall not
render the remainlng provlslons unenforceable, lnvalld or lllegal.
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26. S_ucc,epeprs e0d_Asslons
This Agreement shall be blndlng upon and shall lnure to the beneflt of the successors ln
interest, executors, adrnlnlstrators and assigns of eaoh Party to thls Agreement. However,
Consultant shall nol assign or transfer by. operatlon of law or othen¡rlse any or all of lts rights,
burdens, dutles or obllgatlons without the prior written consent of Clty. Any attempted
assignment without such consent shall be lnvalld and vold,
27. Non-Walveq
None of thb provlslons of thls Agreement shall be considered waived by eÍthor Party,
unless such waivsr ls spacifically specified in writing.
28, Timç gf Essence
Tlme ls of the sssence for eech and every provlslon of thls Agreement.
29. Citv's Rloht tg EmplpJ Other Consrt ltants
City reserves its right to employ other consultants, includlng engineers, in connectlon
wilh thls Project or other projects.
30. ProhlbllgdlnlergçtP
Consultant maintains and warrants that it has not employed nor retalned any company
or pen¡on, other than a bona fide employee worklng solely for Consultanl, to solicit or sêcuro
tnd Agreement. Further, Consultant wanants that lt has not paid nor [as lt agreed to pay any
compâny or person, other than a bona flde employee worklng solely for Consultant, any fes,
cominisó¡on, percentage, brokerage fee, giñ or other conslderatlon conlingent upon or resulting
from the award or ma[ing of this Agreement. For breech or violation of thls warranty, City shall
have the right to resclnd lhls Agreement wlthout llablllty. For the tsrm of thls Agreemsnt,. no
director, ofñcial, officer or employee of Clty, durlng the term of hls or her sErvlce with Clty, sha-ll
have any dirsci interest ln this Àgreement, or obtain âny present or antlcipaled materialbeneflt
arising thsreftom.
ÍSIGNATURES ON FOILOWING PAGEI
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SIGNATUNE FAGA TON PAOTESSTONAT, SERVICBS AGRTNMNNT
BUÏW&EN Clrv OF SAN JtIArq CåPISïnÄNO
ANI} EOWSLITE VåLü,T LTÆ
lN WITNESS WHEREOF, the Partias haw oxscubd thb AgrænrËnt as of ths de fhú
nryltten abovtl.
CITY OF SAÀIJUAN GAP¡STRANO HOWELÍTE VALET LLC
Bf
ATTEST:
Crty
By:
It¡:
Frinted
rÊt
8y:
BF
ÅPPROVEDAS TO FORM:
EXHIB]T A
Scopg ol Servlcee
Operate a valet parking progrem, on a trial basis, to increase parking supply and enhance the
parking experience for downlown vlsltors durlng the busy summêr sêason. Ïhe program
invotves a drop.off and plck-up location at Verdugo Street and the Multþmodal parklng lot.
. The pltot program would begin on Friday, June 7, and continue through Monday,
$eptember 2.
r The approxlmate hours of operatlon aro Fridays from 4:00 p.m. - 10:00 p,m., Saturdays
from 12:00 p.m. - 10:00 p.m., and Sundays from 1 1:00 a.m. - 6:00 p.m.
¡ Soms valet-parked vehicles would be stacked and queued ln the northernmogt portion of
the Multl.modal parking lot to allow for efticient and convenient valel parklng operatlons,
whlle the majorlty of valet-parked vehlcles would be stored at the Glty parcel located at
the southwest comerof Del Obispo Slreet and Ortega Hlghway, whlch was formerly the
Jack ln the Box PrcPerty.
r Addltlonally, the Los Rlos Phase ll 26-space gravel parklng lot, located at the southeast
cornêr of Paseo Adelanto and Ramos Street, would sorvê as an overflow parklng lot for
the valet operator should full capaclty be reached at the above rnentloned lots.
r Through managed valet parking, approxlmately 80 new parklng spaco$ would be
Ereated as part of the program by tha valel operator.
r Thls ls a "turn-kef operallon by the operator wlth no cost to the City, extensive liabllity
lnsurance coverage and indemnification, and a proposed valet parklng fee of $7 ' $9 psr
vehicle.
Operator wlll adhere to the followlng conditions:
o At a minimum Two (2)to tive (5) parking lot attendants are requirsd to work the
valet parklng operatlons at alltlmes.
o A total of 65 parking spaces wlll be made available ln the Multi-modal, formsr
Jack ln The Box, and Los Rlos Park Phase ll parking for valet parking operatlons
on summsrweekende,
Valet parking eervlces are Sg to msmbers of the public on a first corne, first served
basis.
. "Tlps" are permltled for valet operators; however, they are not to be solicited.
. A valet operator wlfl always be present at the valet stand durlng hours of operatlon.
r A phone number for the valet operator will be indicated on velet stand slgnage.
o Valet operator's contact lnformetlon maybe placed on the Clty's webslte'
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Valets operators will not "reü' englnes and wlll turn off vehlcle lights and engines
lmmedlately after parklng,
Valets will do thelr best to avold any quêulng ln the travel lenes of the Multþmodal
parklng lot and,along Verdugo Street.
The deslgnaled'slacklng" aread for valet parking op€ratlons shall only be accessed by
valet operators, Customers shall not park and/or retrieve thelr vehlcles from lhls area
durlng valet parking hours of operatlone .
Overnlght parklng is prohlbited ln Clty parking lots; sald vehlcles are eubJect to cltatlon.
Valet oþeratorwlllheve in place a detalled procedure,outllnlng the process for
contaciing/notlfylng oustomers prior to the closurE of valet parking operations each night.
By i 1:00 p.m. or sooner, any remalning valet parfted vehicles will be relocated by the
vãþt seMoe to a designated locatlon ln the Multl'modalparking lot'
Any trash and/or debris in the valet areas will be cleaned and cleared on a dally basfs by
the valet oporator.
Valet operator must coordinatE wlth wedding vendors and downtown buslnesses
regardlng special events thet could add to parking demand and congestlon ln the
downtown area.
Valsl operators should be famlliar wlth the dowhtown area and altemative parklng
locations,
Valet operator will provide Clty steff approprlate lnsurance certlflcates and
endorsoments.
Valet operator will provide'weekly reports regardíng parking utlllzatlon and occupancy for
the valet parklng oPeration.
o Clty staff ghell conduct unannouncsd weekly lnspections to ensure thät th6 valet
servlce ls dlligently adherlng to the aforsmentioned Conditions of Approval.
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