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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. 6l r4?.02r 00\t097a7n.3 Upd¡lat Müth 2019 1 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 6t 147.02r00\10t74m3 Updatcd Mamh 2019 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' 3 6 I 147,02r 00\ I 0e7477?,S Uprlrtcd March 201Ð (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 6t t4?.ø100\l0n4m3 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 5 6l147.02100\10974m.t Updrtod Moæh 2019 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#'$;,,iîiîåiîåry,åffi H,l'*'ff il!'äi,ïi: not htãnded to and shall not in any manner limit or qualify the liabilities and obligations othen¡¡lse assumed by the Consultant pursuant to this Agreement, includlng but not limited to, the provislons conceming lndemnlfi cation. 6114?.02100\10 974777.1 6 Updelal Msrch 2019 (¡¡) lf at any time during the life of the Agreement, any ælicy of insuranco requlred under this Agreernent doss not comply with these specilìcations or lg cancetod and not replaced, Clty has the. right.but not the duty to obtaln the lnsurance lt deems nec€ssary and any premlum pdld by Cfty wlll be promptly reimbursed by Consultant or Cl$ 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 ól t4?.0210ü10974rn.t lþùted Maæh 20t9 ("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. I 6 I 147,02 ¡ 00\l 0 r?4177,X 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. ó I r47,02 r00\1017 4't't'1,3 Updutod Msr€h 2019 I 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. 6t 147.0a100\10974m.3 Uprhtcd Morch 2019 10 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 6 I t4?.02 I 00\1097 4777.' Upd!þd ¡vl¡rch ?019 11 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' 13 ó r 147.02 I 00\ 109?4 777,3 tlpdolcd M¡tph 20 l9 a o a a a I o a a a o a 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. 6 r l4?.02 I 00\t 0974117.3 L)prlatcd M¡rch 2019 14