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16-0503_CC_E2b - 2016 Summer TrolleyTO: FROM : City of San Juan Capistrano Agenda Report Honorable Mayor and Members of the City Council ~n Siegel, City Manager 5/3/2016 E2b SUBMITTED BY: Steve May, Public Works and Utilities Director kf/Vl/\...._. Ken Al-lmam, Interim Director of Finance PREPARED BY: George Alvarez, P.E., City Engineer DATE : May 3, 2016 SUBJECT : Consideration of the 2016 Summer Trolley Program RECOMMENDATION: Provide direction to staff on whether to implement the 2016 Summer Trolley Program by: a) Approving a Vehicle Use Agreement between the City of San Juan Capistrano and the City of Brea for the use of one trolley from June 10, 2016 through September 4, 2016; and, b) Approving a Professional Services Agreement with Professional Parking, Inc. to provide a second vehicle, drivers, fuel, and maintenance of vehicles from June 10, 2016, through September 4, 2016; and, c) Approving an appropriation of $7 4,000 from the City's Air Quality Management District (AQMD) Fund and $41,000 from General Fund Reserves, for a total appropriation of $115,000, to fund the 2016 San Juan Capistrano Summer Trolley Program. EXECUTIVE SUMMARY: On February 2, 2016, the City Council adopted a Resolution authorizing submission of an application for grant funds to the Orange County Transportation Authority (OCTA) for the Summer Trolley Program. The Measure M2 Project V Program establishes a competitive process to enable local jurisdictions to develop community based local transit services. The City expects to be notified of whether grant funds are approved in mid-June 2016, pending action by the OCTA Board of Directors. If approved, the City and OCTA will negotiate a Cooperative Agreement, and OCTA staff has indicated that the funding would City Council Agenda Report May 3, 2016 Page 2 of 4 be available for a trolley program in summer 2017. With this in mind, staff is seeking City Council direction on whether to move forward with a trolley program in the upcoming summer 2016, which would likely need to be funded using a combination of Air Quality Management District (AQMD) grant funds and General Fund reserves. DISCUSSION/ANALYSIS: The City implemented its first trolley program in the summer of 2015. Service ran on Friday from 4:00p.m. to 10:00 p.m., Saturday from 9:00a.m. to 10:00 p.m., and Sunday from 10:00 a.m. to 4:00p.m., with additional service for the San Juan Capistrano Nights Concert Series. Shuttle service was also provided for the 4th of July celebration. In 2015, the City entered into a Vehicle Use Agreement with the City of Brea for use of one trolley during the summer. If the City Council desires to continue the trolley program this summer, staff recommends that the City again use the Brea trolley due its reliability and appearance. Staff would also recommend the use of a second vehicle to provide more frequent service. Professional Parking, Inc., the vendor that provides drivers and vehicles, was unable to secure a second trolley for this summer. In lieu of a second trolley, a shuttle bus would be provided. The shuttle bus would be furnished by Professional Parking, Inc., which could also provide aesthetic wrapping of the shuttle bus. If the trolley service is continued in summer 2016, staff recommends eliminating service to the Summer Nights Concert Series due to low ridership last year. Also, to reduce operating costs, staff is not recommending 4th of July service. The recommended 2016 Summer Trolley Program Schedule is as follows: Schedule of Service from June 10, 2016, through September 4, 2016. Days Hours Friday 4:00 _Q_.m. -9:00 _2.m . Saturday 10:00 a.m. -9:00 _2.m . Sunday 10:00 a.m.-4:00 _Q_.m . *Total weekend service is 22 hours, for a total of 13 weekends. During the 2015 Summer Trolley Program, many passengers expressed a desire to have a connection to the City of Dana Point, which has several points of interest such as the Doheny State Beach, Dana Point Harbor, and a connection to Laguna Beach via Pacific Coast Highway. Attachment 1 identifies the proposed route and stops. City of Dana Point trolley passengers likewise could board the San Juan Capistrano trolley/shuttle to visit the Mission San Juan Capistrano or downtown restaurants, or could disembark at the Depot to board either Metrolink or Amtrak trains. If the City Council directs staff to move forward with the 2016 Summer Trolley Program, then the vehicles must be secured immediately along with implementing marketing efforts, ordering trolley stop signs, and preparation of other materials in order to commence services on June 10, 2016. As an alternative, the City CounCil could direct City Council Agenda Report May 3, 2016 Page 3 of 4 staff to suspend trolley service this coming summer, and work with OCT A and neighboring cities to develop and implement a regional service in summer 2017, which would likely be funded by Project V grant funds. The City of San Clemente will not be offering trolley service this summer, but is interested in a potential summer 2017 program pending Project V grant funding. FISCAL IMPACT : The estimated cost for a two-vehicle trolley program, including vehicles, drivers, fuel, insurance and maintenance, is $115,000, as shown in the table below. Soft Costs Description Grant Application Consultant Services $7,000 Sign age $3,000 Staff Time $13,000 Marketing $8,000 Subtotal for soft costs $31,000 Operational Costs Description Vehicle Lease/ City of Brea $24,800 Shuttle Lease $17,300 Driver/ Fuel/ Maintenance/ Insurance $31,900 Total Operational Costs $74 ,000 Total Costs Description Soft Costs $31,000 Operational Costs $74,000 Contingency $10,000 Total Program Cost $115 ,000 There is no funding currently budgeted for summer 2016 trolley service. Consequently, if the City Council desires to move forward with trolley service, staff would recommend the use of a combination of AQMD funding and General Fund reserves. Specifically, staff would propose to use $74,000 in AQMD funds to cover operational costs, and $41,000 in General Fund reserves to cover soft costs and provide a $10,000 contingency. It is noted that the expanded use of AQMD funds could impact other planned uses of these funds, including certain Capital Improvement Projects such as installation of new pedestrian countdown heads and traffic calming projects. OCTA staff has indicated that if the City does receive Project V funding from OCTA, there is a potential opportunity for some Project V funding to be used to reimburse the City for costs incurred during summer 2016. City Council Agenda Report May 3, 2016 Page 4 of 4 ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL REVIEW : • On February 3, 2015, the City Council directed staff to investigate the possibility of providing trolley services. • On March 3, 2015, the City Council directed staff to provide additional information to purchase and lease a trolley and to reactivate the Tri-City Committee to submit an application for Project V funding. • On March 17, 2015, the City Council approved an agreement with the City of Brea for use of their trolley and a Personal Services Agreement with Professional Parking Services, Inc. for operational services. • On November 17, 2015, the City Council received a status report on the 2015 San Juan Capistrano Summer Trolley Program. • On February 2, 2016, the City Council adopted a Resolution Authorizing an application for grant funds in OCTA Call for Projects for the San Juan Capistrano Summer Trolley Program. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS : This item does not require commission review . NOTIFICATION: Supervisor Lisa Bartlett, County of Orange Sam Kaur, OCT A Brad Fowler, City of Dana Point Mark Boden hammer, Chamber of Commerce Michelle Lawrence-Adams, Mission San Juan Capistrano Heritage Tourism Association Mary D, Friends of the Library ATTACHMENT(S): Attachment 1-Proposed Trolley Route and Stops Attachment 2-City of Brea Vehicle Use Agreement Attachment 3-Professional Parking Inc. Proposal Attachment 4-Professional Parking Inc. Agreement L· CAMINO OEL A.VION -·c.,.;Jno oil · .A:v,o., Avenid3 Catmllo VIa del Rr, u; 01\vo a ~ I ~ i cao.t.., CITY OF SAN JUAN CAPISTRANO SUMMER 2016-PROPOSED TROLLEY STOPS --11a Lo Jolla -a "•co lnf1111\~ TROLLEY STOP TROLLEY ROUTE -lROLLEY DIRECTIONAL ARROW ·•· TRAIN DEPOT STOP 1 MISSION SAN JUAN CAPISTRANO STOP MISSION SAN JUAN CAPISTRANO STOP LIBRARY STOP Spnng Sl ATTACHMENT 1 VEHICLE USE AGREEMENT BETWEEN THE CITY OF BREA AND THE CITY OF SAN JUAN CAPISTRANO This Vehicle Use Agreement ("Agreement") is made and entered into on April 12. 2016, by and between the City of San Juan Capistrano, hereinafter referred to as "Licensee" and the City of Brea, hereinafter referred to as "CITY" 1. Use of Vehicle: CITY hereby licenses for use by Licensee that certain transit vehicle identified in Attachment "A" hereto ("Trolley"). The parties understand and agree that this Agreement is a cooperative license agreement between public entities and is not subject to the Vehicle Leasing Act, California Civil Code section 2985.7, et seq. The interest conveyed to Licensee by this Agreement is solely that of a revocable license to use the Trolley. This Agreement does not constitute a vehicle lease. Any additional rules, conditions or restrictions concerning Licensee's use of the Trolley, are set forth In Attachment "A". 2. Term of Agreement: Unless sooner terminated as provided herein, the term of this Agreement, and Licensee's authority to use the Trolley, shall commence on June 10. 2016, and shall terminate on September 4, 2016. Within five (5) business days following the expiration date, Licensee shall return the Trolley to a location within the City of Brea designated by the CITY, in good working order and interior and exterior condition, with a full fuel tank, subject only to normal wear and tear. Upon acceptance, Licensee shall be responsible for the Trolley as provided herein, until physically delivery of the Trolley and its keys to a CITY representative. This Agreement may be terminated for any reason by either party giving the other not less than fifteen (15) days prior, written notice. 3. Safekeeping and Maintenance: Licensee shall exercise due care for the safekeeping of the Trolley. Licensee will provide all necessary maintenance and repairs in compliance with applicable Federal Transportation Administration (FTA), Orange County Transit Authority (OCTA), and California Highway Patrol standards for public transportation vehicles, at no cost to CITY. Licensee has the right to inspect the Trolley prior to acceptance. Licensee shall inspect the Trolley and upon physical acceptance of the keys, Licensee shall be deemed to have found the Trolley in good working order and condition (subject to the safety -----inspection required herein); and shall be deemed to have accepted the Trolley for purposes of this Agreement ("acceptance"). Licensee shall maintain the Trolley in good working order and condition, make all necessary repairs, ensure proper, regular servicing and shall comply in every respect with any manufacturer's owner's manuals that come with the Trolley, and Brea-agreement-vehicle use ATTACHMENT 2 maintain the Trolley in compliance with all local, Federal and State requirements for transit vehicles. Licensee shall pay for all diesel fuel used by the Trolley. Licensee shall pay for all repair and/or replacement of tires due to damage, including vandalism. Licensee shall pay for all vehicle fluids, washing, parking, garage , highway/road service tolls, fines , and other costs incurred in connection with the use of the Trolley. In the event of a major breakdown of the Trolley, i.e., requiring repair estimated to cost more than $1000, that is not due to any misuse or failure by Licensee to properly maintain and care for the Trolley, the parties may agree to one of the following options: (i) split evenly the cost of the repair; or (ii) return the Trolley to the CITY, whereupon this Agreement will be deemed to be modified accordingly without further action of the parties. 4. Insurance and Indemnification: Neither CITY nor any officer, employee, or agent thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by Licensee in connection with or related to its exercise of rights or required performance under this Agreement. It is understood and agreed that Licensee shall fully defend, indemnify, and save harmless CITY and all of its officers, employees, and agents from all claims, liabilities, suits, and/or actions of every name, kind , and description brought for or on account of injury (as defined in Government Code Section 810.8) or other loss, occurring by reason of any neglect, act, default, omission or willful conduct of Licensee or any of Licensee's officers, employees, agents, volunteers, invitees , or contractors, in connection with or related to the exercise of rights or required performance by Licensee under this Agreement, to the maximum extent permitted bylaw. Prior to commencing operations hereunder, and throughout the term hereof, Licensee shall provide commercial general liability, automobile liability covering any and all use of the Trolley, and workers compensation insurance, with respect to its obligations hereunder, all in such form and with such limits as set forth in Attachment "B" hereto. Evidence of the required insurance shall be approved by CITY, in writing, prior to delivery of the Trolley. The City of Brea, its elected officials, employees, volunteers and agents shall be named as additional insureds on commercial general liability, automobile liability insurance policies, and Licensee shall provide copies of insurance certificates and endorsements evidencing the same. Licensee waives all rights of subrogation as to CITY, its officers, employees and agents. With the written approval of CITY's risk manager, Licensee may satisfy the foregoing insurance requirements through a program of self.,.insurance. 5. Use of the Trolley by Licensee's Contractors: Subject to CITY's prior, written consent, the Trolley may be operated and maintained for public transportation purposes by a contractor of Licensee, in accordance with the provisions of this Brea-agreement-vehicle use 2 Agreement that are otherwise applicable to Licensee provided, however, that Licensee shall remain primarily responsible for compliance with this Agreement. 6. Cost: In addition to other costs required to be assumed by Licensee pursuant to this Agreement, Licensee shall pay monthly to the CITY, without prior demand and as compensation for use of the Trolley , the amount of $ 6 per mile driven, for the term of this Agreement. 7. Inspection by CITY: Licensee shall allow CITY to view and/or inspect the Trolley during normal, business hours when the Trolley is not in use. Licensee shall provide CITY with mileage, safety, operating, and other information, or copies of any such records with respect to the Trolley, as CITY or any government agency having jurisdiction may require from time to time. 8. Use of Vehicle: Licensee may use the Trolley for lawful transportation services in all areas under Licensee's jurisdiction . Licensee's use and maintenance of the Trolley shall at all times be in compliance with any and all federal, state, local laws , rules, regulations, and ordinances, including those pertaining to the age, licensing and drug testing of drivers of public transportation vehicles. Under no circumstances shall Licensee disconnect the odometer or other mileage recording devices, or allow the Trolley to be used or operated as follows: a) In a manner subjecting it to depreciation above the normal depreciation associated with transportation use . b) For any illegal purpose or by a person under the influence of alcohol or narcotics. c) In any manner so as to violate any local, state or federal law or regulation. d) In any manner so as to constitute a risk to the public health or safety. 9. Risk of Loss: Following delivery to and acceptance of the Trolley by Licensee, Licensee shall assume all risk of physical damage to and/or loss of the Trolley, including damage caused by collision or criminal acts, and shall bear all responsibility for damages caused the Trolley, as provided in Section 4 of this Agreement. Unless otherwise agreed upon, Licensee shall cause any physical damage to the interior and/or exterior (including graffiti) to be competently repaired prior to return of the same to the CITY. In the event of damages to the Trolley, Licensee shall notify CITY in writing of such damage. If the Trolley is lost , stolen, destroyed, or declared to be a total loss, Licensee shall promptly notify CITY thereof. Licensee shall reimburse CITY in an amount equal to the agreed-upon replacement value set forth in Attachment "A ", and shall retain any wreckage for inspection prior to disposal. Unless directed Brea-agreement-vehicle use 3 otherwise by CITY, any wreckage shall be lawfully disposed of by Licensee at Licensee 's expense. 10. Parties' Representatives: Each Party's representative for purposes of administration of this Agreement, shall be CITY's and Licensee's city manager and/or designee thereof. The Parties recognize it may, be necessary to amend the operational specifics set forth herein, or any other provision of this Agreement for the benefit of the Parties. The provisions of this Agreement may be amended in writing executed on behalf of both Parties by each of their City Managers 11.Assignment: Licensee is expressly prohibited from assigning this Agreement, and/or any interest of any kind in the Trolley created by this Agreement, or delegating performance of any of its obligations hereunder, except as permitted herein , without the prior written consent of CITY. 12. Status of the Parties: Neither party shall be deemed to be a joint venturer or partner with the other, nor shall this Agreement be deemed as creating any interest between the parties other than a license . 13. Attorney's Fees: The prevailing party in any action brought for breach, or to enforce any provision of this Agreement, shall be entitled to recover its reasonable attorney's fees and all costs of suit. 14 . Integrated Agreement: This Agreement, together with each exhibit or attachment hereto, all of which are hereby incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter herein. No promise or representation not set forth herein, shall be binding or have any force or effect. Brea-agreement-vehicle use 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above. CITY OF SAN JUAN CAPISTRANO By __________________ _ ATTEST : By __________________ __ CITY OF BREA By __________________ __ ATTEST: By __________________ _ City Clerk Brea-agreement-vehicle use Approved as to form : 9Jtt/3p ~ C1ty torney 5 Attachment A San Juan Capistrano qualified drivers of the Trolley must: • Obtain a Class B License with air brake certificate and passenger endorsement authorizing transportation of more than 29 passengers • Participate in an orientation with City of Brea staff at the City of Brea, which shall consist of: receiving information about the Trolley, an inspection of the Trolley, a test drive in the Trolley, and other items deemed necessary by the City of Brea, on a mutually agreeable date. • Prepare daily inspection reports concerning operation of the Trolley. A form of daily inspection report will be provided by the City of Brea for Licensee's use . Drivers must keep a daily inspection log in the Trolley while it is in operation . Inspection reports will be submitted to City of Brea staff on a weekly basis. Trolley replacement value: $650,000 Brea-agreement-vehicle use 6 Attachment 8 All times that the City of Brea Trolley will be under contract for use by City of San Juan Capistrano, insurance with the following minimum limits and coverage will be in full force and effect: Commercial General Liability (occurrence)-for bodily injury, death and property damage and all other activities undertaken by the City of San Juan Capistrano in the performance of this Agreement. Comprehensive Automobile Liability (occurrence) -for bodily injury, death and property damage insuring against all liability arising out of the use of vehicle. The policies of insurance required shall have no less than the following limits of coverage: $2,000,000 (Two Million Dollars) for bodily injury or death; $2,000,000 (Two Million Dollars) for property damage; Name as additional insureds the City, its elected officials, officers, employees attorneys and agents, and any other parties including subcontractors, specified by City to be included; Specify that it acts as primary insurance and that no insurance held or owned by the designated additional insureds shall be called upon to cover a loss under said policy; Specify that it applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; Contain a clause substantially in the following words : Specify that the insurer waives all rights of subrogation against any of the named additional insureds; and Specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. Otherwise be in form satisfactory to City. Brea-agreement-vehicle use 7 Prior to commencing this Agreement, the City of San Juan Capistrano shall furnish the City with original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Contractor commences performance. Brea-agreement-vehicle use 8 A Proposal to Operate the Trolley Service for the City of San Juan Capistrano 1 ~ PROF'ESSIDNAL \.:/PARKING April 25, 2016 ATTACHMENT 3 April 25, 2016 Jill Thomas Senior Management Analyst City of San Juan Capistrano Re: Summer/Event Trolley Program Dear Ms. Thomas: I am pleased to present Professional Parking's response to the Summer Trolley Program . The management team at Professional Parking has over 50 years of transportation experience, with a majority of that experience in Southern California. As a local company, our focus is on providing the CITY OF SAN JUAN CAPISTRANO a very cost effective solution to their trolley program; while at the same time providing the most reliable, safest and citizen friendly program that will adjust to the changing demands of the City. The team responsible for overseeing the Trolley Program at San Juan Capistrano have managed over 20 various programs including the programs for hospitals, airports, University of Ca, Irvine, the University of Minnesota and CA State Universities at Long Beach and Dominguez Hills. Based on our conversations, the requirement of a $10M insurance policy and the Quote Sheet provided by the City, we are able to provide the requested service at the following rates: Weekend Driver Only-includes fuel, cleaning, and insurance 13 weekends at 22 hours a week $78.00 I hour x 286 hours Company Shuttles & Drivers-includes vehicle, fuel, cleaning and insurance 13 weekends at 22 hours a week $90.00 I hour x 286 hours The total estimated cost for the summer based on your needs is approximately $48,048.00. I thank you for considering our proposal. As a Local Company we are confident you will find our proposal is focused on meeting the specific needs of the City, your Department and your community. Respectfully, Ralph L. Caldin Jr . President 21Pag e CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT 2016 SUMMER TROLLEY PROGRAM This Agreement is made and entered into as of , 2016 by and between the City of San Juan Capistrano, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Professional Parking a California corporation, with its principal place of business at 2301 Stanley Avenue, Signal Hill, CA 90755 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: 2016 SUMMER TROLLEY PROGRAM (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $50,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant 1 6114 7.02100\24809715.1 ATTACHMENT 4 with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder within 90 days. The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law . a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cai/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 2 61147 .02100\24809715.1 9. Ass ignmen t and Subconsul tan t Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates , and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Cons ul tant Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liab!.U!Y (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement , in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City . (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following : (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one 3 61147.02100\24809715.1 insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. A utomobile Li ab ili ty (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers ' Compe nsation/Employer's Liab ili t y (i) Consultant certifies that he/she is aware of the prov1s1ons of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. [R ESERVED] e. Minimum Po li cy Limi ts Req uired 4 6114 7.02100\24809715.1 (i) The following insurance limits are required for the Agreement: Comb ined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $10,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence (ii) Defense costs shall be payable in addition to the limits . (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. (iv) Consultant may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the additional insured endorsement described herein. Consultant shall additionally provide a "follow form" endorsement satisfactory to the City indicating that such umbrella or excess liability coverage is subject to the same terms and conditions as the underlying liability policy. f. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25- S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (1 0) days prior written notice of cancellation of any such policy due to non-payment of premium . If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (1 0) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any 5 61147 .02100\24809715 .1 insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. i. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 6 61147.02100\24809715.1 (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers . b. Additional Indemnity Obligations. Consultant shall defend, with counsel of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the City, its officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City, its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse the City, its officials, officers, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents and volunteers. 13. California Labor Code Requirements. 7 6ll4 7.02100\24809715.1 a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq ., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws . It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors. b. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub- subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California . 16. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (1 0) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work . 8 61147 .02100\24809715.1 b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 17 Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City . 18. Organization Consultant shall assign Ralph Caldin, Jr.as Project Manager .. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 19. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 20. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: George Alvarez, Public Utilities Department CONSULTANT: Professional Parking Ralph L. Caldin Jr. President Works and 2301 Stanley Avenue Signal Hill, CA 90755 and shall be effective upon receipt thereof. 21. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 22. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 9 61147 .02100\24809715.1 23. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto . This is an integrated Agreement. 24. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 25. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 26. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 27. Time of Essence Time is of the essence for each and every provision of this Agreement. 28. City's Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 29. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 61147.02100\24809715.1 [SIGNATURES ON FOLLOWING PAGE] 10 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY Of SAN JUAN CAPISTRANO AND P~OFESSIONAL P ARKJNG, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO By: Ben Siegel City Manager ATTEST: By: Maria Morria, City Clerk APPROVED AS TO FORM: By: City Attomey 61147.(12100\2A80971S.I PROFESSIONAL PARKING 11 6114 7. 02100\24809715.1 EXHIBIT A Scope of Services 12 A Proposal to Operate the Trolley Service for the City of San Juan Capistrano April 25, 2016 City of San Juan Capistrano April 25, 2016 Jill Thomas Senior Management Analyst City of San Juan Capistrano Re: Summer/Event Trolley Program Dear Ms. Thomas: I am pleased to present Professional Parking's response to the Summer Trolley Program. The management team at Professional Parking has over 50 years of transportation experience, with a majority ofthat experience in Southern California. As a local company, our focus is on providing the CllY OF SAN JUAN CAPISTRANO a very cost effective solution to their trolley program; while at the same time providing the most reliable, safest and citizen friendly program that will adjust to the changing demands of the City. The team responsible for overseeing the Trolley Program at San Juan Capistrano have managed over 20 various programs including the programs for hospitals, airports, University of Ca, Irvine, the University of Minnesota and CA State Universities at long Beach and Dominguez Hills. Based on our conversations, the requirement of a $10M insurance policy and the Quote Sheet provided by the City, we are able to provide the requested service at the following rates: Weekend Driver Only-includes fuel, cleaning, and insurance 13 weekends at 22 hours a week $78.00 I hour x 286 hours Company Shuttles & Drivers-includes vehicle, fuel, cleaning and insurance 13 weekends at 22 hours a week $90.00 I hour x 286 hours The total estimated cost for the summer based on your needs is approximately $48,048.00. I thank you for considering our proposal. As a Local Company we are confident you wilt find our proposal is focused on meeting the specific needs of the City, your Department and your community . Respectfully, Ralph l. Caldin Jr. President 21Page EXHIBIT B Schedule of Charges/Payments Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detained progress report that indicates the amount of budget 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. 13 61147.02100\24809715.1 61147.02100\24809715.1 EXHIBITC Activity Schedule 14 City of San Juan Capistrano April 25, 2016 Jill Thomas Senior Management Analyst City of San Juan Capistrano Re: Summer/Event Trolley Program Dear Ms. Thomas: I am pleased to present Professional Parking's response to the Summer Trolley Program. The management team at Professional Parking has over 50 years of transportation experience, with a majority of that experience in Southern California. As a local company, our focus is on providing the CITY OF SAN JUAN CAPISTRANO a very cost effective solution to their trolley program; while at the same time providing the most reliable, safest and citizen friendly program that will adjust to the changing demands of the City. The team responsible for overseeing the Trolley Program at San Juan Capistrano have managed over 20 various programs including the programs for hospitals, airports, University of Ca, Irvine, the University of Minnesota and CA State Universities at Long Beach and Dominguez Hills. Based on our conversations, the requirement of a $10M insurance policy and the Quote Sheet provided by the City, we are able to provide the requested service at the following rates: Weekend Driver Only-includes fuel, cleaning, and insurance 13 weekends at 22 hours a week $78.00 I hour x 286 hours Company Shuttles & Drivers-includes vehicle, fuel, cleaning and insurance 13 weekends at 22 hours a week $90.00 I hour x 286 hours The total estimated cost for the summer based on your needs is approximately $48,048.00. I thank you for considering our proposal. As a Local Company we are confident you will find our proposal is focused on meeting the specific needs of the City, your Department and your community . Respectfully, Ralph L. Caldin Jr. President 21Page '·