HomeMy Public PortalAbout08) 7E Contractual Amendment with Transpo GroupDATE :
TO:
FROM:
MANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
Sept. 17 , 2019
The Honorable City Council
Bryan Cook, City Manager r-. )
Via : Brian Haworth , Assistant to the City Manager 'f!:?Y
By : Tinny Chan , Management Analyst
AGENDA
ITEM 7.E.
SUBJECT: CONTRACTUAL AMENDMENT WITH TRANSPO GROUP USA, INC.
RECOMMENDATION:
The City Council is requested to approve a contractual amendment with Transpo Group
USA that extends the d uration of professional services to Dec. 31 , 2019 .
BACKGROUND :
1. In Jan . 2018, the City entered into a $52 ,000 professional services agreement w ith
Transpo Group USA ("Transpo") to update the City's downtown pa rki ng strategy .
Among the scope of service : an assessment of current and future parki ng demand ,
recommendations for parking management strategies , and the development of an
assoc iated implementation plan .
2. In June 2018 , prel iminary strategy find ings were presented to the Future
Development of City Properties Standing Committee . Discussion focused on the
City 's Primrose Avenue properties and whether they shou ld be redeve loped i nto a
new downtown parking lot. Conse nsus concluded the area had enough existing
public park ing , only if park ing management strategies are put into place .
3 . Between June 2018 and June 2019, the downtown park i ng strategy update was
delayed pe ndin g other organizational priorities , e .g ., new commun icat ions
initiatives , dem ol itio n of the Primrose Properties , pre-design activities for Pr imrose
Park , and the Chamber of Commerce office relocation . During th is t ime , work
cont i nued o n th e downtown parking strategy update but no public d iscussion
occurred .
4 . Staff is now finalizing the downtown parking strategy update . The strategy's
pre li minary findings were recently presented to the Fac il ities , Pub li c Work s and
City Council
Sept. 17, 2019
Page 2 of 2
Infrastructure Standing Committee on Sept. 13 , 2019 ; a forma l Council
presentation is tentatively scheduled for Oct. 22, 2019 .
ANALYSIS:
Pursuant to the City 's purchas ing policy , Council is requested to formally app rove and
amend profess ional services agreements exceeding $24 ,999 in compensation .
The City 's $52 ,000 agreement with Transpo exp i red by its own terms on June 30 , 2018 .
Staff is requesting a retroactive amendment to the contract, ratifying the work done
s ince that time and the payments made to Transpo , as well as extending the term to
Dec . 31 , 2019 (Attachment "A "). The time extension would allow staff and Transpo to
present findings of the downtown parking strategy update on Oct. 22 , 2019.
Specifically, since June 30 , 2018-and because of staff's oversight in not com ing to
Council earlier for an extension-Transpo had been working to complete its scope of
service under an expired contract. The firm has also received compensation for its
services pursuant to terms in the original agreement, which were budgeted costs in
fiscal year 2018-19. The requested Council action resolves and documents this
administrative discrepancy and ratifies the payments made for services received , as
well as allowing this project to conclude at the Oct. 22 , 2019 Council meeting .
No other contractual amendments are requested .
CITY STRATEGIC GOAL:
Actions contained in this report align with the City's strategic goal of good governance.
FISCAL IMPACT:
There is no fiscal impact associated with the requested amendment.
Costs charged against Transpo's agreement total $51 ,105. The balance of $895 is
sufficient to cover presentation of the project's findings at the Oct. 22 , 2019 Council
meeting . The cost will be invoiced later th is year with available funding in Acct. No . 01-
910-42-4231 (Professional Services).
ATTACHMENT:
A. First Amendment (incl . Original Agreement)
FIRST AMENDMENT TO
AGREEMENT FOR SERVICES
by and bet ween
the
CITY OF TEMPLE CITY
and
TRANSPO GROUP USA, INC.,
a Washington corporation
Dated , 2019 ------
ATTACHMENT A
FIRST AMENDMENT T O PROFESSIONAL SE RV ICES AGREEMENT BETWEEN
THE C ITY OF TEMPLE C ITY AND TRANSPO GROU P USA
T hi s First Amendment to Agreement for Services ("Fi rst Amendment"), which is dated
for reference as indicated o n the cover page, is hereby entered into by and between the CITY OF
TEMPLE C ITY , a California charter city ("'City"), and Transpo Group U SA, Inc., a Wa hington
corporation c·contractor"), as follows:
R ECITALS
A. City and Contractor entered in an Agreement for Services on the 261h day of January 2018
( .. Agreement""). The Agreement prov ide s that Contractor will update parking use analyses
and recommend parking management strategies fo r downtown Temple City.
B . Secti on 1 of the Agreement provides that the Term of the Agreement is until June 30,
2018.
C . This First Amendment amends Section 1 to provide that the Term of Agreement is until
December 31, 20 19 and ratifies work completed and amounts paid in the interim.
OPERATI VE PROVISI ONS
NOW, THEREFORE, in consideration of the promises made and recited here in , the
parties do he reby enter into thi s First Amendment, which modifi es and amends the Agreement as
follows:
1. AMEN D MENT. The Agreement is hereby modified and amended as follows:
1.1 TERM OF AGREEMENT. Section I of the Agreement is hereby
amended as follows: Subject to the pro visions of Section 20 ''Termination
of Agreement'" of th is Agreement, the Term of this Agreement is until
December 31, 20 19 , commencing on the date first ascribed above.
2. GENERAL P RO VI SI ONS.
2.1 R e mainder U nchan ged . Except as specifically modified and amended in
this First Amendment , the Agreement remain s in full force and effect and binding upon the
parties .
2.2 R a t ification. This First Amendment ratifies work completed by
Con tractor and compensation paid by City between June 30, 2018 and the effective date hereof,
in recognition that the parties mistakenly believed that the Agreement was in full force and effect
during that period of time.
2.3 I ntegration. This First Amendment consists of pages 1 through _
inclus ive , which consti tute the entire unders tanding and agreement of the parties and supersedes
all negotiati o ns or previous agreements between th e parties with respect to all or any part of the
transaction discussed in thi s First Amendment.
-2-
2.4 Effective Date . Thi s First Amendment s hall not become effective until
the d ate it has been formally approved by the City Counc il and executed by the appropri ate
auth orities of the City and Contrac tor.
2.5 Applicable Law. The laws of the State of Californi a s h all govern th e
int e rpreta tion and enforce m e nt of thi s First Amendment.
2.6 References . A ll re fe rences t o the Agreement include all their respecti ve
terms and provisions. All defined terms utili zed in this First Amendment ha ve the sam e m eaning
as provided in th e Ag reement, unless express ly stated to the contrary in this First Amendment.
IN WITNESS WHEREOF, the parties hereto have executed thi s First Amendment t o
the Agreeme nt on the date and year first written a bove.
CITY:
THE CITY OF TEMPLE C ITY
B y:=-----=____,___,~~~------
Bryan Cook , City Manager
ATTEST:
Peggy Kuo , City C lerk
APPROVE D AS TO FORM
Greg Murphy, City Attorney
-3 -
1---
1
I
NOTE :
CONTRACTOR :
By: ___________ _
Name: _________ _
T it le: _________ _
By :. ___________ _
Name : ----------
T itl e: _________ _
CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO
CONTRACTOR'S BUSINESS ENTITY.
-4-
A notary public or other officer co mpl e ting this ce rtifi cate ve rifi es only th e id entity of the individual who signed
the document to which thi s ce rti fi cate is attached, an d not the truthfulness, accurac , o r val idi of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ----------------~~2~0 ________________________________________ ___
before me , __ ~----------------------------------------~~~~~~~~~--~·
Date Name And T~ie Of OffiCer (e g J-Doe Notary Publoe")
personally appeared -------------------,-:---:-::---:--:-----------
Name of S1gner(s)
who proved to me on the bas is of satisfactory ev idence to
be the pe rson (s) w hose name (s) is/are subs cri bed to the
w ith in instrument and ack nowledged to me t hat he/she/they
executed the same in his/her/the ir authorized capac ity (ies ),
and that by his/her/their signature(s) on the inst rument the
person (s}, or t he entity upon behalf of wh ich th e person (s)
acted , exe cu ted t he instru m ent.
I certify under PENALTY OF PERJURY under the laws of
the State of Ca l iforn ia that the fo rego ing parag raph is true
and correct.
WITNESS m y hand and offici al sea l.
Signature of Nota ry Public
OPTIONAL
Though this section is optional , complet ing th is information can deter alternation of the document or fraudulent
reattachme nt of th is form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Individ ual
0 Corpo rate O ffi cer
Title(s)
0 Partner(s)
0 Attorn ey -In-Fact
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Sig ner is re prese nti ng :
Name Of Person(s) Or Entity(ies)
0 Limited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Sagner (s) Other Than Named Above
A notary public or other o fficer completing this ce rtificate verifies only t he identity of the individual who s igned
the document to which th is certificate is attached, and not the truthfulness, accurac , or validi of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________________ ~2=0~-------------------------------------------
beforeme , ______________________________________________ ~~~~~------------'
Date Name And Trtle Of Offoc:er (e g J-Doe Notary Pubhc')
personally appeared ---------------------------------,-,----.,--------------------
Name of Sogner(s)
who proved to me on the basis of satisfactory evidence to
be the person (s) whose name (s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/thei r authorized capacity(ies),
and that by his/her/their signature (s) on the instrument the
person(s), or the entity upon behalf of which the person(s )
acted , executed the in strument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foreg oing paragraph is true
and correct.
WITNESS my hand and offic ia l seal.
Signature of Nota ry Public
OPTIONAL
Though this section is optional , comp let ing this in formation can deter alternation of the document or fraudu lent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Ind ivid ual
0 Corporate Officer
Title(s)
0 Partner(s)
0 Attorn ey-In-Fact
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Signer is represe nting :
Name Of Person(s) Or Entity(i es)
0 Lim ited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Docum ent
Number Of Pages
Date Of Document
S1gner(s) Other Than Named Above
...---------------
I{ IV ll •llUl!-o~5H-JH80 d
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY ,
a municipal corporation
and
TRANSPO GROUP USA, INC.,
a Washington corporation
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY , CALIFORN IA
AND
T RANSPO GROUP USA , INC .
Th is Agreement for Serv ices ("Agreement'') is entered into as of th1s 26th day of
January , 2018 by and between the Ci ty of Temple City , a mun icipal corporatio n ("City")
and Transpo Group USA, Inc ., a Ca l ifornia corporation ("Service Prov ider"). City and
Service Provider are sometimes hereinafter individually referred to as "Party" and
hereinafter collective ly referred to as the "Parties ."
RECITALS
A . City has sought . by issuance of a Request for Proposals , the performance
of the services defi ned and described particularly i n Section 2 of th is Agreement.
B . Serv ice Provider , following submiss ion of a proposal for performance of
the services defined and described particularly in Section 2 of this Agre ement , was
selected by the Ci ty to perform those services .
C . Pursuant to th e City of Temple City 's Municipal Code and City Council
action on January 16 , 2018 , City has authority to en ter into this Service Provider
Services Ag reement and the City Manager has authori ty to execute this Agreement.
0 The Part ie s des ire to forma lize the select ion of Service Provider for
performance of those services de f ined and described particularly in Section 2 of this
Agree ment and desire that the terms of that performance be as particularly defined and
described herein .
OPERATIVE PROVISIONS
NOW, THE REFORE, in consideration of the mu t ual promises and covenants
made by the Parties and contained here and other consideration , the value and
adequacy of which are hereby acknowledged , the Parties agree as follows :
SECTION 1. TERM OF AGREEMENT .
Subje ct to the provis ions of Section 20 "Termination of Agreement" of this
Agree ment , the Term of this Agreement is until June 30 , 2018 , commencing on the date
fi rst ascribed above .
SECT ION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE .
(a) Scope of Serv ices . Serv ice Provider agrees to perform the serv ices set
forth in Exhibit "A " "Scope of Services" (hereinafter . the "Services ") and made a part of
this Agreement by t his reference .
KIV II·IX JX·(I'l~M-JXMll 11
(b) Schedule of Performance . The Services shall be completed pursuant to
the schedule specified in Exhibit "A ." Should the Services not be completed pursuant to
that schedule , the Service Provider shall be deemed to be in Default of this Agreement.
T h e City , in its sole d iscret ion , may choose not to enforce the Default prov isions of this
Agreement and may instead allow Service Prov ider to continue performing the Serv ices .
SECTION 3 . ADDIT IONAL SERVICES.
Serv ice Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Sect ion 26 "Administration and Implementation" or Section 28 "Amendment" of this
Agreement. If and when such additiona l work is authorized , such additional work shall
be deemed to be part of the Services .
S ECTI ON 4 . COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement , City agrees to pay
Service Provider the amounts specified in Exhib it "8 " "Compensation " and made a part
of th is Ag reement by th is reference . The total compensation , including reimbursement
for actua l expenses , shall not exceed fifty -two thousand dollars ($52 ,000 ), un less
add itional compensation is approved in writ i ng in accordance with Secti on 26
"Admin istrat ion and Implementation " or Section 28 "Amendment" of this Agreement .
(b ) Every month , Service Provider shall furnish to City an original invoice for
all work performed and expenses incurred during the preced ing month . The invoice
shall deta 1l charges by the following catego r ies : labo r (by sub-category), travel ,
materia ls , equipment, suppl ies , and subcontr actor contracts . Subcontractor charges
shal l be detailed by the following ca tegories : labor , travel , materials , equipment and
supplies If the compensation set fort h in subsection (a) and Exhibit "8 " include payment
of labor on an hourly basis (as opposed to labor and materials being pa id as a l ump
sum), the labor category in each invoice shall inclu de detailed descriptions of task
performed and the amount of time incurred for or allocated to that task . City shall
independently rev iew each invoice sub mitted by the Service Provider to determine
whether the work pe rformed and expenses incurred are i n compl iance w ith the
provis ions of th is Agreement. In the event that no charges or expenses are disputed ,
the invo ice shall be approved and paid accord i ng to the terms set forth in subsection (c).
In the event any c ha rges or expe nses are disputed by City, the orig ina l invoice shall be
returned by C ity to Service Provider for correct i on and re subm ission .
(c ) Except as to any charges for work performed or expens e s incurred by
Service Prov ider which are disputed by City , City will use its best efforts to cause
Service Prov ider to be pa id withi n forty -five (45) days of rece ipt of Service Provider's
correct and und isputed invoice .
R l V 11 4 K31!-h 'I~K·3MMtl d
(d) Payment to Service Prov ider for work performed pursua nt to th is
Agreement shall not be deemed to wa ive any defects in work performed by Service
Prov ider.
S ECT ION 5 . INSPECT ION AND FINAL ACCEPTANC E.
City may inspect and accept or reject any of Service Provider's work under this
Agreement , either during perfor mance or when completed . City shall reject o r f ina lly
accept Service Prov ider's work withi n sixty (60) days after submitted to City . City shall
reject work by a t ime ly wr itten expla nation , otherwise Service Provide r's work sha ll be
deemed to have been accepted . City's acceptance shall be conclusive as to s uch work
except w ith respect to latent defects , fraud and such gross mistakes as amo unt to fraud .
Acceptance of any of Service Provider's work by Ci ty sh all not constitute a waiver of any
of the provisions of this Agreement including , bu t not l im ited to , Section 16
"Indemn if icatio n " and Section 17 "Insuran ce ."
SECTI ON 6 . OWN E RS HI P O F DOCU ME NTS .
All orig inal map s, models , designs , drawings, photographs , stud ies , surve ys ,
reports , data . notes, computer f iles, fi les and other documents prepared , deve loped or
discovered by Service P ro v ider in t he cou rse of providi ng the Services pursua nt to this
Agreement shall be come the sole property of City and may be used , reused or
otherwise d isposed of by C ity without th e permission of the Serv ice Provider. Upon
co mpl et ion , expira t ion or term ina t ion of t his Agreement, Serv ice Provider sha ll turn over
to Cit y all such origina l maps, mode ls , designs , draw ings , photographs , studies,
surveys , reports , data, notes , comp uter files , files and other documents .
If and to the extent that Ci ty utilizes for any purpose not related to this Ag reement
any maps , models , d esigns , drawings , photographs , stud ie s , surveys, reports , data,
notes , com puter f i les , files or ot her documents prepared , developed or discovered by
Serv ice Provider in the course of provid ing the Services pursuant to this Agreement,
Serv ice Prov ider's guarantees and warranties in Section 9 "Standard of Perfo rmance " of
this Agreement shall not extend to su ch use of the maps , models , des igns . drawings ,
photog raphs . stud ies, surveys, reports . data . notes, comp uter f il es , files or othe r
documents .
SECTI ON 7 . SERV IC E PROVIDER 'S BOOKS AND RECORDS .
(a ) Service Provider shal l ma intain any and all documents and record s
demonstrating or relating to Service Provid er's perfo rman ce of the Services . Serv ice
Prov ider shall maintain an y and al l le dgers , books of account, i nvoices , vouchers ,
canceled checks , or other documents or records evid enci ng or relating to work ,
services , expenditures and disburse men ts charged to C ity pursuant to this Agreement.
Any and all such docu ments or reco rds shall be ma intained in acc ordan ce w ith
ge nerally accepted accoun ting princip les and shall be suffic iently comp lete and deta iled
so as to perm it an accurate evaluat ion of the services provided by Service Prov ider
pu rsu ant to this Agreement. Any and all such docume nts or record s sha ll be maintained
for three (3) years from the date of execution of this Agreement and to the extent
re quired by laws re lating to audits of public ag enc ies and their expenditures .
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspect ion , audit and copying , at any t ime during
regular business hours , upon reques t by City or its designated representative . Cop ies of
such documents or records shall be prov ided directly to t he City for inspect1on , audit
and copying when it is p ract ical to do so ; otherwise, unless an alternative is mutually
agreed upon , such documents and records shall be made available at Service
Prov ider's address ind icated for receipt of notices in this Agreement.
(c) Where City has reaso n to believe that a ny of the documents or records
required to be mai ntained pursuant t o this section may be lost or discarded due to
dissolution or termination of Service Provider's business , City may, by written request,
require that custody of such documents or records be given to the City . Access to such
documents and records shall be gra nted to City, as well as to its successors-in -i nterest
and authorized re presentatives .
S ECTION 8 . INDEPENDENT CONTRACTOR.
(a) Service Prov ider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City . Service Provider shall have no
authority to bind City in any manner , nor to incur any obligation , debt or liability of any
kind on behalf of or against City , whethe r by contract or o t herwise, unless such authority
is expressly conferred under th is Agreement or is otherwise expressly conferred in
writing by City .
(b) The personne l performi ng th e Services under this Agreement on behalf of
Service Provider sha ll at all times be under Serv ice Provid er's exclus iv e direction and
control. Ne ither City , nor any elected or appointed boards , officers , officials , employees
or agents of C ity , shall have control over the conduct of Service Provider or any of
Service Prov ider's officers , employees , or agents except as set forth in this Agreement.
Service Prov ider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees , or agents are i n any manner officials ,
officers , emp loyees or agents of C ity .
(c ) Neither Service Provider, nor any of Serv ice Provider's officers ,
employees or agen ts, shall obta in any rights to reti rement , health care or any other
benefits wh ich may otherwise accr ue to City 's emp loyees . Service Prov ider expressly
waives any claim Service Provider may have to any such rights .
S ECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has t he qual ifications ,
experience and facilities necessary to properly perform th e Services required under this
Agreement in a thorough , competent and professional ma nner. Serv ice Provider shall at
all times fa ithfully , competently and to the best of its ability , experience and talent ,
perform a ll Services . In meeti ng its obligations under this Agreement , Service Prov ider
shall employ, at a minimum , generally" accepted standards and practices utilized by
persons engaged in provid ing se rvic es s im ilar to the Services requ ired of Service
Provider under th is Agreement. In add ition to the general standards of performance set
forth this sect ion , add itional spe cific standards of performance and performance criteria
may be se t forth in Exhibit "A " "Scope of Work " that shall also be app l icable to Serv ice
Rl v 11 48 3M·b9'8-;xl!u , .l
Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria . the spec if ic standard or
criteria shall prevail over the genera l.
S ECTION 10 . CO MPLIANCE WI T H APPLICABLE LAWS ; PERM IT S AND
LICENS ES .
Serv ice Provider shall keep itself informed of and comply with all applicable
federal , state and local laws , statutes, codes , ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City , nor any elected or appointed boards , officers , officials,
employees or agents of City , shall be liable , at law or in equity , as a resu lt of any failure
of Service Provider to comply with this section .
S ECTI ON 1 1. PRE VAILING WA GE L AWS
It is the understand ing of Ci ty and Service Provider that California prevai l ing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following serv ices sub ject to preva iling wage rates pursuant to the California
Labor Code or regu lations promulgated thereunder : Construction , alteration , demol ition,
ins tallation , or repair work performed on public buildings , fac ilities . streets or sewers
done under contract and pa id for in whole or in part out of public funds . In this context,
"construction" includes work performed during the design and preconstruction phases of
construction including , but not limi ted to , inspection and land surveying work .
S ECTI ON 12 . NON DISCRI MIN A TI O N.
Serv ice Provider shall not discriminate , in any way, against any person on the
basis of race , color, religious creed, national origin, ancestry, sex, age , physica l
handicap , medica l condition or marital status in connection with or related to the
performance of this Agreement.
S ECTION 13. UN AUTHORIZ E D ALI ENS .
Serv ice Provider hereby prom ises and agrees to comply with a ll of the provisions
of the Federal Imm igration and National ity Act, 8 U.S .C .A. §§ 1101 , et seq ., as
amended , and in connection therewi th , sha ll not employ unauthorized aliens as defined
therein . Should Service Provider so employ such unauthorized aliens for the
performance of the Services . and shou ld the any liabil ity or sanctions be imposed
against City for such use of unauthorized aliens , Service Prov ider hereby agrees to and
shall reimburse City for the cost of all such liab ilities or sanctions imposed , together with
any and all costs , in cluding attorneys' fees , 1ncurred by City .
S ECT ION 14. CO NFLICTS O F INTER EST.
(a ) Service Provider covenants that ne ither it , nor any officer or principal of its
firm . has or shall acquire any intere st , directly or indi rect ly , whi ch would conf1 1ct in any
manner w 1th the interests of City or which would in any way h inder Serv ice Prov ider's
performance of the Services . Service Provid er further covenants that in the performance
RI V 114K38-6\l5S-.1880 d
of this Agreement, no person having any such interest shall be employed by it as an
officer, employee . agent or subcontractor without the express written consent of the City
Manager. Serv1ce Prov ider agrees to at all times avoid conflicts of interest or the
appearance of an y confl ic ts of interest with the inte rests of City in the performance of
this Agreement.
(b) City understands and acknowl edges that Service Provider is . as of the
date of execution of this Agreemen t , i ndependently in vo lved in the performance of non-
related serv ices for other governmental agencies and private parties . Service Provider
is unaware of any stated position of City relative to such projects. Any fut ure position of
City on such projects shall not be considered a conflict of interest for purposes of this
section .
(c) City understands and acknow led ges that Serv ice Provider will , perform
non -related se rv ices fo r other governmental agencies and private Parties following the
completion of th e Services under th is Agreement . A ny such future serv ice shall not be
considered a conflict of interest for purposes of this section .
SECTION 15. CONFIDENTIAL INFORMATION ; RELEASE OF
INFORMATION .
(a) All information ga ined or work product produced by Service Prov ider in
performance of this Agreement shall be considered confidential , unless such
in fo rmation is in th e public domain or already know n to Service Provider. Service
Provider sha ll not release or disclose any such i nformation or work prod uc t to person s
or entit ies other than City w ithou t pr ior written authorization from the C ity Manager.
except as may be requ ired by law .
(b) Service Provider . its officers , employees , agents or subcontractors , shall
not, witho ut prior written authorization from the City Manager or unless requested by the
City Attorney of Ci ty , voluntarily prov ide declarations. letters of support, testimony at
depos itions , response to interroga tor ies or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "volun ta ry " provided Service Prov ider g ives City notice of such court order
or subpoena .
(c) If Servi ce Provider , or any officer, employ ee , agent or su bcontractor of
Service Provider, prov ides any in for mation or work product in violat ion of this
Agreeme nt , then City shal l have the right to reimburse ment and indem n ity from Service
Provider for any damages , costs and fees , includi ng attorneys fees , caused by or
incurred as a result of Service Provide r's conduct.
(d) Service Provider shall prompt ly not ify City should Service Provider, its
officers , emp loyees , agents or subcontractors be served with any summons , compla int,
subpoena . not ice of deposit ion . request for documents , interrogatories , request for
admissions or ot her d iscovery request , court orde r or subpoena from any party
regarding this Agreement and the work performed thereunder. City re tains the right , but
has no ob li gation , to represent Service Provide r or be present at any depos ition , hea rin g
or sim il ar proceeding . Service Prov ider agrees to co op erate fully with City and to
provide C ity w ith the opportunity to review any response to discovery requests provided
by Service Provider. However, this right to rev iew any such response does not im ply or
mean the nght by City to contro l, d1rect , or rewrite said response .
S EC TI ON 16 . IND E MNI FICATION .
(a) Indemnification for Professiona l Liab ility . Where the law establ ishes a
profess ional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify , protect , defend and hold harmles s
City and any and all of its officials, employees and agents ("Indemnified Parties ") from
and against any and all liability (inc lud i ng liability for cla ims, suits , actions , arbitration
proceedings , administrative proceedings , regu la tory proceed ing s , losses , expenses or
costs of any kind , whether actual , alleged or threatened , including attorneys fees and
costs , court costs , interest, defense costs , and expert witness fees) arise o ut of, are a
consequence of, or are in any way attributable to , in whole or in part, any ne gli gent or
wrongfu l act . error or omiss 1on of Serv 1ce Provider, or by any ind ividual or ent ity for
which Serv1ce Prov ider is legally liable . including but not lim ited to officers , agents .
employees or sub -contractors of Service Prov ider , in t he performance of profess iona l
services under this Agreement.
(b) Indemnificatio n for Other than Profess iona l Liabil ity . Other tha n in the
performance of professional services and to the full extent permitted by law , Service
Provider sha ll indemnify , protect , defend and hold harmless C ity , and any and all of its
e mploy ees , officials and agents from and against any li ab ili ty (including li abi lity for
c laims . suits , actions , arbitration proceedings , administr ative proceedings . regulatory
proceedings , losses , expenses or costs of any kind , whether actual , alleged or
threatened , including attorneys fees and costs , court costs , interest, defense costs , and
expert w itness fees), where the same arise out of. are a consequence of, or are in any
way attnbutable to , in whole or in part , the performance of th is Agreement by Service
Provider or by any i ndividual or entity for which Service Provider is legally liable,
includ ing but not limited to officers, agents , employees or sub -contractors of Service
Provider.
(c) Indemnification from Subcontractors. Serv ice Provider agrees to obtain
executed Indemnity agreements with prov isions identical to those set forth in this
section from each and every subcontractor or any other pe rson or entity involved by , for ,
w1th or on behal f of Service Provider in the performance of th is Agreement naming the
Indemn ifi ed Parties as additional indemnities . In the event Serv ice Prov ider fa il s to
obta in such indemnity obligations from others as requ ired herein , Service Prov ider
agrees to be fully responsible according to the terms of this section . Fai lure of City to
monitor compliance with these requirements imposes no additional obl igations on City
and w ill in no way act as a wa 1ver of any rights hereunder. Th is oblig ation to Inde m nify
and defend City as set forth here in is bi nd ing on the successors , assigns or hei rs of
Service Provider and shall survive the t ermination of this Agreement or th is sect ion .
(d) Limitation of Ind em nification . Notwithstanding any provision of t his section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782 .8 , wh ich lim its the liability of a design
profess ional to claims , su its , actions , arbitration proceedings, adm inistrat ive
proceedmgs , regulatory proceedings, loss es , expense s or costs that arise out of, pertain
Rl \' 11·1838-h'/'\M-JNSO 13
to , or re late to the negligence , recklessness , or willfu l misconduct of the design
profess iona l. The term "design profe ssional ," as defined in Section 2782 .8 , is li mited to
licensed arch itect s, licensed landscape architec ts , regis tered professional eng ineers,
p rofes sional la nd s u rveyors , and th e business en t it ies that offer su ch services in
accorda nce with the app li cable pro vi sio ns of the Cali forn ia Business and Professions
Code .
(e ) Ci,!y 's Negligence . T he prov is ions of th is section do not apply to cla ims
occu rr ing as a result of City 's sole neg l igence . Th e provis ions of th is section shall not
re le ase C ity f rom liabil ity aris in g f rom gross negligence or willful acts or omissions of
City or any and all of its officia ls , employees and agents .
S ECTION 17. INSURANCE.
Service Pro vi der ag rees to obtain and ma intain in full force and effect during the
te rm of th is Agreement the insurance pol icies set forth in Exh ibit "C " "Insurance " and
made a part of this Agreement . All insuran ce pol icies shall be subject to approval by
C ity as to form and content . These requ irements are subject to amendment or wa iver if
so approved in writing by t he City Manager. Service Provider agrees to provide City with
copies of requ ired po li cies upon request.
S ECTION 18 . ASSIGNMENT.
The expertise and experience of Service Provider are material consid erat ions for
th is Ag reemen t. C ity has an interest in the qu al ifi cations and capability of the persons
and ent it ies that w ill fulfill the duties and obl igat ions imposed upon Se rvice Prov ider
under th is Agreeme nt. In recognition of that interest, Servi ce Prov ider shall not ass ign or
transfer thi s Agreement or any portion of th 1s Agreement or the performance of any of
Service Provider's duties or obl igation s under th is Agre ement without the pr ior written
co nse n t of th e Ci t y . Any attempted assignment shall be ineffec tive , null and void , and
shall const it ute a material breach of th is Agre ement ent itli ng City to any and all
remed ies at law or in equ ity , i ncluding term inat ion of this Agreement pursuant to Section
20 "Term i nati on of Agreement." City ackn owledges , however, that Service Provider, in
the performance of its duties pursuant to t his Agreement , may util ize subcontractors .
S ECTION 19 . CON T INUITY O F P ERSONNEL.
Serv ice Provider shall make every reasonable effort to maintain the stab ili ty and
co ntin uity of Serv ice Provider's staff and subcontractors , if any, assigned to perform the
Services . Service Prov ider shall notify City of any changes in Service Provider's staff
and sub-contractors, if any , assigned to perfo rm the Serv ices prior to and during any
such pe rforma nce .
S ECTION 20 . TE RMINA T ION O F AGREEMENT.
(a) C ity may term inate this Ag reem ent , with or without cause, at any time by
giving t hirty (30) days written notice o f term inat ion to Serv ice Provider. In the event such
notice is g iven , Service Provider shall cease im media tely all work in progress .
(b) Service Provider may te rmin ate th is Agreement for cause at any time
upon th i rty (30) days written notice of termination to City .
(c) If either Service Provider or City fail to perform any materia l ob li gation
under th is Agreement , then , in addition to any other remed ies , either Serv ice Provider ,
or City may terminate this Agreemen t immed iately upon written notice .
(d) Upon termination of this Agreem ent by either Service Provider or City , all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City . Serv ice Provider shall furnish to City a final invo ice for work performed
and expenses incu rred by Service P rovider , prepared as set forth in Section 4
"Compensation and Method of Payment" of th is Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
S ECTI ON 21. DEFAULT.
In the event that Serv ice Provider is in default under the terms of t his Agreement,
the C ity shall not have any obligation or duty to continue compensating Servi ce Prov ider
for any work performed afte r the date of defau lt. Instead , the City may give notice to
Service Prov ider of the defau lt and the reasons for the default. The notice shall i nclude
the time f rame in which Service Provider may cure the default. Th is timeframe is
presumpt ive ly thirty (30 ) days , bu t may be extended , though not reduced, if
circumstan ces warrant. During the period of time that Service Provider is in default , the
City sha ll hold all invo ices and shall , when the default is cured , proceed w ith payment
on the invo ices . In the a lternative, the City may , in its sole discretion , elect to pay some
or all of the outstandi ng invoices during the period of defa ult. If Service Provider does
not cure the defa ult , the City may take necessary steps to terminate this Agreement
under Section 20 "Termination of Agreement." Any failure on the part of the City to g ive
notice of the Service Provider's defau lt shall not be deemed to result in a wa iver of the
City's lega l r ights or any rights aris ing out of any provisio n of th is Agreement.
SECTION 22 . EXCUSABLE DELAYS.
Se rv ice Provider shall not be liable for damages , including liqu idated damages , if
any , caused by delay i n performance or fai lure to perform due to ca use s beyond the
control of Service Provider . Such ca uses include , but are not limited to , acts of God,
acts of the publ ic enemy , acts of federal , state or local governments , acts of City , court
orders , fi res , floods , ep idem ics , strikes , embargoes , and unusually severe weather. The
term and p ri ce of th is Agreement shall be equ itably adjusted fo r any delays d ue to such
causes .
S EC TION 23 . COOPERATION BY C ITY .
A ll pub li c information , data , reports , records , and maps as are ex ist ing and
available to City as public records, and wh ich are necessary for carry ing out the
Services shall be furnished to Service Provider in every reasonable way to faci litate,
without undue delay , the Serv ices to be performed under th is Agreement.
S ECTI ON 24 . NOTICES .
A ll notice s required or permitted to be given under th is Agreement shall be in
wntmg and shall be persona lly delivered , or sent by te lecop re r or certified ma rl postage
prepa id and return rece ipt requeste d , add re ssed as fo ll ows :
To C ity :
To Service Prov ider:
City of Temple City
Attn : City Manager
9701 Las T unas Dr.
Tem p le City , CA 917 80
Tran spo Group , In c .
Attn : Rawad Han i
10866 Wilshire Blvd ., 41h Floor
Los Ange les , CA 90024
Not rc e shall be deemed effective on the date personally delivered or tran sm rtted
by facs rm il e or, if mailed , th ree (3) days after deposit of the sa me in the custody of the
Un ited States Postal Service
SECTION 25 . AU T HORITY TO EXECUTE .
The person or persons executing th is Agreement on behalf of Service Prov ider
represents a nd warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Serv ice Provide r to the performance of its o b li gat ions hereunde r.
SECTI ON 26 . ADMINISTRA TI ON AND IMPLEMENTATION .
Th is Agreement sha ll be adm inistered and executed by the C ity Manager or hi s
or her desrgnated repres entati ve . T he C rty Manager sha ll have the authority to issue
rnterpretatrons and to make amendmen t s to thrs Agreement , including am endments that
commit add itional fun ds , consis tent with Sectron 28 "Amendment" and the City
Manager's contracti ng authority un der the Temple City Mun icipal Code.
SECT ION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors , adm inistrators,
successors and assigns of the Parties .
SECT ION 28 . AMENDMENT.
N o amendme nt to or modifica ti on of this Agreement shall be valid unless made in
writ ing and approved by the Service Prov ider and by the City The City Manager shall
have the authority to approve any ame ndmen t to this Agreement if the total
compensat ron under this Agreement , as amended , would not exceed the City
Manag er's cont racting authority under the Temple City Mun ici pal Cod e . All other
amendmen ts shall be app ro ved by the City Council. The Parties agree that the
requirement for written mod ific at ions cann ot be waived a nd that any attempted waiver
shall be vo id
SECTION 29 . WAIVER.
Waiver by any Party to this Agreement of any term , condition , or covenant of this
Agreement shall not constitute a wa iver of any other term , condition , or covenant .
Waiver by any Party of any breac h of the provisions of th is Agreement shall not
constitute a waiver of any other provis ion nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by C ity of any work or services
by Serv ice Provider shal l not constitute a waiver of any of the p rovis ions of this
Agreement.
S ECTION 30 . LAW TO GOVERN ; VENUE.
Th is Agreement sha ll be interpreted , construed and governed accordi ng to the
laws of the State of California . In the event of litigation between the Parties , venue in
state trial courts shall lie exclusively in the County of Los Angeles , Cal ifornia In the
event of lit igatio n in a U .S. Distric t Court . venue shall lie exclusively in the Central
District of California , in Los Angeles .
SECTION 31 . AT TORNEYS FEES , COSTS AND EXPENSES .
In the even t litigation or other proceeding is required to enforce or interpret any
provision of this Ag reement , the p revailing Party in s uch litigation or other proceeding
shall be entitled t o an award of reasonable attorney's fees, costs and expenses, in
addition to any othe r relief to which it may be entitled .
SECTION 32 . ENTIRE AGREEMENT .
This Agreement , including the attached Exhibits "A" through "C", is the entire ,
complete , final and exclus ive expression of the Parties with respect to the matters
addressed there in and supersedes all other agreements or understandings , whether
oral or written , or entered into between Service Provider and C ity prio r to the executi on
of this Agreement. No statements, re pr esentations or ot her agreeme nts, whether oral or
written , made by any Party wh ich are not embod ied herein shall be va l id and binding .
SECTION 33 . S EVERABILITY .
If any term , condition or covenan t of th is Agreement is declared or determ ined by
any court of competent jurisd iction to be invalid , void or unenforceable , the remaining
provisions of this Agreement shall not be affected thereby and the Agreemen t shall be
read and construed without the invalid , void or unenforceable provision(s).
S EC T ION 34 . CONFLICTING TERMS .
Except as otherwise stated herein , if the terms of this Agreement conflict with the
terms of any Exhibit hereto , or with the terms of any document incorporated by
reference into this Agreement , the terms of this Agreement shall control.
IN W ITNESS WHEREOF , t h e Parties hereto have executed th is Agreement on
the date and year f i rst-above written .
RIV 11 4K 3X-tW 5ll-lMMO d
ATTEST :
Pe ggy u o
C ity Cl e rk 2--g -2.0 liS
CITY OF TE M PLE CITY
Bryan Cook
C ity Manager
SERVICE PROVIDER
Rawad Hani
Pri nci pal/Project Manager
Transpo G roup USA, Inc.
(2 1111 s ig n a ture r e quired if o rp o rati o n, Inco rp o r a ti o n o r Limited Li ab ili ty Co rpora ti o n )
il )~k/(
. amc : QpqJ/t!J-'?z -Mc.f~f/VNey J ~
T itle: fpvJ t--lf;::;L..
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY
NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION , OR OTHER
RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS
ENTITY.
I(JV U I KJM-hY~X -lliXU \]
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary pub li c o r othe r officer co m ple t ing th is certificat e verifie s on ly th e i dentity of t he individ ual who
signe d t he docum e nt, t o w hich th is certifica t e is attache d, an d not the t r uthf ulness, acc ur ac y, o r v ali di t y
of t hat docum ent.
State of California }
Co unty o f Los Angeles
before me, __ ____;Pc....:e=-=g=g...L..v..:....:K=uo=·-=-N-=-=o=ta=rv.J.....!....P=ub=ll:..::.' c _____ _
(Insert Name af Notary Public and Title)
personally appeared ?la ulo.d r\a 61 ----~~~=-------~~------------------------------------------
Jo·o·····ao·······e·
•
PEGGY KUO ~OmmiltiOII • 208914 2 f
~ Notary Public • Californ ia ~
) Loa Aatttta Co.~nty ~
•• 4 0 0 ... l So:"t"!f'!'P!CJ-}~1 !(
Place Notary Seal Above
w ho prove d to m e on t he basis of sa t is f ac t ory evi denc e
to be the pers on (s) whose na m e(s) is/are subscri bed to
the within ins t ru m ent and ack nowledged to me that
he/she/they exe cut ed t he sa m e in his/her/thei r
aut h orize d ca pacity(ies), an d that by h is/her/their
signature(s) on t he instrume nt th e person(s), or th e
entity upon beha l f of which t he person(s) ac t ed,
executed th e i nst r ument.
I certify un de r PENALTY OF PERJURY under t he laws of
the State of Ca liforni a t hat the fore going parag r aph i s
t rue and correct.
WITN ES S my ha
----------------------------OPnON AL -----------------------------
Th ough the information is not required by law, it may prove valuable to persons relying on t he document and could
prevent fra ud ulent removal and r eattachment of this form t o another docum ent.
Descripti on of Attached Document
ntleofType~Dorument:~~~Y~e~t~~~~~~t~~~-~~~~~~v~f~~~G~--------~~-----
Document Date : ~eb · (p , 7ro If> Number of Pages: ~z.,-'--1 ===---------
Signer(s) Other Than Named Ab ove: ____ ::::::::_::_-____________________________________________ _
Ca p aci ty(ie s ) Cl ai m e d by Signer(s)
Signer's Name: ------------------------
0 Individual
0 Corporate Officer-Title(s): -------------
0 Partner 0 Limited 0 Ge neral -=· .:::~~
0 Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other : -----------------
Signer is Representing : ____ _
Signer's Name :--------------------------
0 Ind ivid u al
0 Corpora t e Officer-Title(s): ---------
0 Partner 0 limited 0 Ge neral -=====-
0 Attorney in Fact
0 Trustee
0 Guardia n o r Conservator
0 Other: -------------------
Signer IS Representing: _____ _
c n o • ...,.. nrJ., V();)~,
t f\':> "' nu•ulf'l·n .. ~
c I Iii> ,·I' dull V''•C' I
t'"' ,o : a IIQn ll l:lJ
~ :.•~' 1!1••<:•3 m1•10~ ••••••••
A nota ry public or other officer co m pleting thi s cert ificate verifies only the identity of the individual wh o
sig ned the document to wh ich th is certificate is attached , and not th e truthfu lness, accuracy , or vali dity
of that document.
ALL -PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORN IA
STATE OF CALIFORNIA
COU NTY OF LOS ANGELES
On Fe b <& ate , 20 16. before me , Name~~f~~tO~e~~-"J!i n ~:e .t~;rytubE~I i c_,
persona ll y appeared~~~~~~~-~~· Le~J~~~~~~~~e~/~~~~~~c~t~~~~~~~~~~~~~~~~~~~
Name of S i g~r(s)
who proved to me on the basis of satisfactory ev idence to be the
perso n(s) whose na me(s) is/are subs cribed to the within
instrument and acknowl edg ed to me that he/she/they execu ted
the same in his/her/their authorized capacity(ies ), and that by
his/he r/the ir s igna ture(s) on the instru ment the person(s), or th e
en tity upon beha lf of whi ch the person(s) acted , execu ted the
instrum ent.
I certify under PENALTY OF PERJURY unde r the la ws of t he
State of Ca lifornia tha t the foregoing paragraph is true and
correct.
WI TNESS my hand and offi cial seal.
OPTIONAL
Though th is se c tion is opt ional , comp let ing thi s informatio n can deter alternation of the do cument or fra udu lent
reattachment of th is form to an u nintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Ind ividual
Corporate Offic er
Ti tle(s)
Partner(s) Lim ited
Attorney-In-Fact
Tru stee(s )
Guardia n/Conservator
Other :
Sig ner is represe ntin g:
Name Of Per son(s) Or EntJty(ies)
General
DESCRIPTION OF ATTACHED DOCUMENT
A 0 v e e VY\ e.v--+-Fz>y-S e r v ,~c._c s..
Title or Type of D ocument
-z.,l-
Number Of Pages
Da te Of Document
Signer(s ) Other T ha n Named Above
A notary pu blic or other officer completing this cert ifi cate ver ifies only the identity of the ind ividual who
signed the document to which th is certificate is attached, and not the truthfulness, accu racy, or validity
of that document.
ALL-P URPOSE ACKNOWLEDGMENT NO TARY FO R CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGE LES
O n -----T"<':1=-----'-' -=2:..;::0_, be f ore me, --,.-.==-=-...-=,.......,rr=-l,......,....-r:r.:=--r=-:=---=-=-n~......-r.:=:-:-r..-:-:='"="'1""--Date Name And Idle Of OH1cer (e .g. "Jane Doe , Notary Pubh c ")
personally appeared ------------,==-;r-(!"==.---------------Nam e of S1gn er(s)
who proved to me on the basis of satisfacto ry evidence to be the
perso n(s) whose name(s) is/are subsc ribed to the wi thin
instrument and acknowledged to me that he/she/they executed
the sa me in his /her/their authorized ca pacity(ies), and tha t by
his/he r/t heir signature(s ) on the instrume nt the person(s), or the
ent ity upon behalf of w h ich the person(s) acted , executed t he
instrument.
I cert ify under PENALTY OF PERJURY un der the laws of t he
State of California that the foregoing pa ragraph is tru e a nd
correct.
W ITNESS my hand and officia l seal.
Signature of Notary Publi c
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fra udule nt
rea ttac hment of th is form to an unintended document.
CAPACIT(IES ) CLAIMED BY SIG N ER(S)
Signer's Name:
Individua l
Corporate Officer
DESCRIPTION OF ATTACHED DOCUM ENT
Title(s) Title or Ty pe of Document
Partner(s ) Lim ited
Attorney-In-Fact
Trustee(s)
Guardian/Con servator
Other:
Signer is represent ing:
Name Of Person(s) Or Entity(ies)
General
Number Of Pag es
Da te Of Document
Signer(s ) Other Than Named Above
EXHIB IT "A "
SCOPE OF SERVICES
Se rvice Prov ider wi ll perform the follow in g Services :
1. Re v i ew of Relevant Documents and Studi e s
Duration : 3-4 weeks
a . Review re levant sections of City 's municipa l code .
b . Rev iew previous parking studies prov ided by City
c . Compare existing policies and code requi rements agains t communities similar
to Temple City .
d . Make specific recommendations related to parking policy to meet overall
project goa l s and objectives .
Deliverable: M e morandum summarizing relevant documents, policies, and
studies
2 . Assess Current Parking Demand
Duration : 3-4 weeks
a . Collect existing parking inventory for the study area .
b . Verify the pa rking supply in th e study area . City s hall provide Service Provider
(based on previous studies) w ith the parking supply by b lock face and off-
street parking lots in Excel or GIS format. Service Provider shall a lso provide
up to fou r hours of staff time to ver ify changes in parking supply or other
parking characteristics in the study area .
c . Collect hourly util ization data ; this sha ll be collected on a typ ical weekday
from 10 :00 AM to 5 :00 PM and on a typ ical weekend (Saturday ) from noon to
7 :00PM .
d . Collect sample turnover data by conducting int ercept surveys at two locations
for a total of 4 hours on a ty p ica l weekday and 4 hours on a typica l weekend .
e . Perform a review of the data collected using both Excel and G IS to check that
data ap p ears reasonable and are consisten t w it h field ob serv ations . This data
w ill also be checked aga inst historical counts m ade available by City
f. Calculate on-and off-street parking occupancy for the study area and sample
duration for selected on-street and parking lots . Both average and peak
occupa ncy will be calculated for the weekda y and weekend co ndition .
g . Analyze and summarize the results in a way that meets the needs of the key
stakeholders . Data summaries will include standard Exce l databases , with
detailed reports and h ighe r-level infographics to be presented to stakeholders
and th e public .
h. Use data to provide an und erstanding of current weekday and weekend
condition s including peaking characteristics and the study area 's parking
issues . The current parking conditions-along with the understanding of
ex isting land use and activi ty levels-will in form the parking strategies to be
developed for the near-and long-term .
D eliv!}rable: Technical memorandum summarizing data collection and analysis
3. Esti mate Future Parking Demand
Duration : 4 weeks
a . Determine future parking demands us ing a spreadsheet model and a two-
step process including :
1 . A "cal ibrated " demand model based on local existi ng experience .
2 . Forecast future parking demand based on land use projections .
b . Prov ide an Excel model that will provide City with an assessment mechan ism
of how future-park i ng ~emand will evolve . (City can also use th is model for
sens it ivity analyses .)
Deliverab l e : Parking demand mode l (Ex cel)
4. Parkin g Management Strategies and Recommendations
Dura.!lon : 8 -1 0 weeks
a Identify parking manageme nt strategies that w ill support overall goals and
objectives of the project. These strategies typ ically prov ide for a more v ibrant
community and w i ll Include everything from infrastructure to pol icy changes .
Conside ra tion shall be given to park ing dema nd , location , time , price and
supply strat egies as part of a comprehensive on -street and off-street parking
system . Categones of such st rateg 1es shall incl ude :
1 . Improving Efficiency. T hese are strategies that are a imed at max im izing
the use and efficiency of parking supply . i.e .: i .) expandi ng shared parking
Ill V 11483X-f>lJ5K-3l<KO I)
th rough agree men ts , short-term leases , and pric ing , ii .) reduc ing crui sin g
for park ing us ing pricing and wayfinding , i ii .) pric ing strateg ies to i ncrease
availabil ity and t urnover in prime spaces and better use non-prime spaces ,
iv .) n on-price manage me nt techn iques such as time l im it s , access control
and pe rm its , and ; v .) conven ience for the parker, in terms of fin d ing
available spaces and paying for parking .
2 . Awareness , Enforcement, and Authqrity and Financial Management .
These are strateg ie s rela ted to : (i) maki ng the public aware of the parking
regulations and locations , (ii) enforcin g regu lations and pol ic ies , and (iii)
monitoring parking conditions to continu ally make improve ments and
e nsure strateg ies are appropriate as co nd it ions change . Pric ing pol icies
and pl anning for future dev elopment of new supply will also be available to
assess the feasibility and effectiveness of a park ing in -lieu fee program
and other funding mechanisms to provide for the construction ,
m aintenan ce and managem en t of publ ic parking . As part of this task,
Serv ice Prov ider will also revi ew current enforcement strateg ies and
pro vide necessary rec ommendation s pertaining to techno logy , staff, hiring ,
training , etc .
3 . S_upply . Evaluate the val id ity of comp laints that there is insufficient long-
term/ali-day park ing for employees . Service Provid e r's wo rk s hall be data-
driven and shou ld be supported by the turnover data that will be collected .
Serv ice Prov ider will provide recommendat ions for lo ng -term employee
parking as well as a manag ement program , which may include permits .
Service Prov ider will also iden t ify the ne ed for add itional pa rking supply ,
includ i ng th e es tima ted number of spaces and locations. Serv ice Provider
will assess a t a strategic-level the e ffectiv ene ss of poss i bly building a
pa rk ing lot or str ucture on City -owned properties at Primrose Ave . The
assessment w1 ll rely on City to provide av erage costs of construct ion per
space (w hich coul d be obta ined from simila r structures built across the
Los Ange le s County) as well as the estimated number of spaces that
could be bu ilt. Service Provid er shall also provide potential parking spaces
that can be uti li ze d , inc luding private parking lots within and surrounding
the st udy area .
4 . Time. Analyze the current mix of time restrict ions w ithin C ity 's public lots
and make recommendations for chan ges . Serv ice Provider w il l provide
stra tegi es for increasi ng the publ ic parking avai labil ity throughout the
study area and at site -specific public lots .
Deliverable : Memorandum wi th recommendations and parking managemen t
stra tegies
J(JV II·IH JK-6'15X-H81ll3
5. Im p lementation Pla n
Duration : 8-10 weeks
a. Using the above recomme ndations , Service Provider will p rovide a balanced
strategy for all system users focused on the goals and object ives of the
project. Service Provider will build upon this analysis and earl ier plans to
update c riteria and triggers for implementing strategies over time as the study
area develops and evolves . This w il l include a clear understanding for how
various imp lementation stra tegies would impact park ing in the study area and
how to address current and future concerns . The strateg ies and
recomme ndations will be summarized in a high -quality, user-friendly readable
document. Service Provider will provide a clear set of recommendat ions for
address i ng growing parking challenges . Th is will include t he prioritization of
next steps, identification of respons ibilitie s , key resources needed (public and
private), and an ongoing t racking mechanism for performance measures (to
make im plementat ion as easy as possib le for City and key stakeholders).
Deliverable : Final report and infograph ic
6 . S take h o l der En g ag em ent and Mee tin gs
a . Along w ith City, Service Provider shall crea te buy-in among stakeholders in
the study area , i.e ., empower them and include them as partners in
developing and implementing a comprehensive parking management
program . As part of this task , Service Provider shall : i.) conduct an initial k ick-
off meeting ; ii .) estab li sh project goals, objectives and schedu le ; iii .) develop a
project team communication and coordination plan ; iv .) define data collection
requirements ; and v .) confirm any technology use or design requirements .
Deltver~ble : Meeting minutes and revised schedule; a minimum of two
stakeholder focus group meetings (incl. residents and businesses); and two
presentations before City boa rds (i .e. Pub lic Safely and Transportation
Commission, City Council).
Rl V /14838-o<J'il!-JMllll '3
EXHIBIT "B " ---
COMPENSATION
The cost of all Services shall not exceed a cumulative tota l of $52 ,000 , and must be
completed by June 30, 2018 .
Service Provider shall use the fo ll ow ing rates of pay in the performance of, and upon
complet ion of the tasks identified in Exh ib it "A "
1. Rev iew of Rel evant Documents and Studies
2 . Assess Current Parki ng Demand
3 . Estimate Future Parking Demand
4 . Park ing Management Strategies and Recommendations
5 . Implementat ion Plan
6 . Stakeholder Engagement and Meetings
$1,690
$12,820
$9 ,500
$14,440
$6 ,390
$7 ,160
Costs of sa id serv ices shall include all out-of-pocket and re imbursab le expenses , i.e .:
• Costs of copy ing , printing , reproduct ion and sales tax .
• Costs of long distance t elep hone, telecommunications , data communications,
facsimile, and postage and delivery services .
S ub -Service Provider or professiona l services (when ne cessary) to complete
work items descri bed i n Exhibit "A ".
• Travel expenses, in cl ud i ng airfare , parki ng and m ileage (at the IRS mil eage
rei mbursement rate ).
• Fees rela te d to business lice ns es and i nsurance documents, as requ i red by thi s
Agreement.
C ity will compensate Service Provider for services provided under Exh i b it ''A " upon
subm iss ion of a valid invoice . Eac h invoice is to include : li ne items for all personnel
describing the work performed , th e number of hours worked , and the hourly rate ; and
individua l li ne items for all supplies , travel , equipment, material and subcontracto r cos ts
n ecessary to comp le te sa id servi ces .
EXHJ_!?IT "_g"
INSURANCE
A . Insura n ce Requireme nt s . Serv ic e Provider sha ll provide and ma intain
insurance , acceptable to the C ity , in full force and effect throughout the term of this
Agreement , against cla ims for injuries to pe rsons or damages to property wh ich may
arise from o r i n connection w ith the performance of the S ervices by Serv ice Provider, its
agen ts , represen t ati ves or employees . Insurance is to be placed w it h insurers with a
current A.M . Best's rating of no less t han A :VII .
Servi ce Provider sha ll prov ide the follow ing scope and limits of i nsuran ce :
1. Minimum Scope of Insurance . C ov erage shall be at least as broad
as :
(1) Commercial Ge nera l Liability . Insurance Serv ices Office
form Commercial Ge neral Liability cov e ra ge (Occurrence Fo rm CG 0001 ).
(2) Automobile . Insurance Service s Office form number CA
0001 (E d . 1/87) coveri ng Automobi le Liab ili ty , including code 1 "any auto" and
endorsemen t CA 0 0 25 , or equivalen t f orms subject to th e written approva l of the City .
(3) Workers ' Compensation . Workers ' Compensation insurance
as requ ired by the Labo r Code of State of California covering all persons providing
Services on behal f of the Service Prov ider and all risks to such persons under this
Agreeme nt.
(4) Professional Liab il ity . Profess ional l iab i lity ins urance
appropr iate to the Service Provider's profession . This coverage may be written on a
"c laims made" basis , and must include coverage for contractua l liab ility . T he
professional liab i li ty i nsurance requi red by th is Agreement must be endorsed to be
applicab le to claims based upon , arising out of or re lated to Services p erformed under
this Agreement. The i nsurance must be mai nta ined for at least three (3 ) consecutive
years fo llowing the completi on of Se rv ice Provider's servi ces or the termination of th is
Ag reement . Duri ng th is add itional three (3) year period , S ervice Prov ider shall annually
and upon reques t of the City submi t writt en ev idence of th is continuo us co verage .
2 . Min imu m Limi ts of lnsuran c~. Service Provider shall ma inta in lim its
of insurance no less than :
(1) Commerc ial General Liability . $1 ,000 ,000 general
aggregate for bod ily injury, personal injury and property damage .
Rl V II.JMJS .c,IJ~X-11180 'l
(2) Automobile . $1 ,000 ,000 per accident for bod ily injury and
property damage. A combined s ingle limit policy wit h aggregate limits in an amount of
not less than $2 ,000 ,000 sha ll b e considered equiva lent to the said re q u ired minimum
limits set forth above .
(3 ) Workers ' Com ensation . Worke rs ' Compensation as
required by the Labor Code of the State of California of not less than $1 ,000 ,000 per
occu r rence .
(4) Profess iona l Li abil ity. $1 ,0 00 ,000 per occurren ce.
B . Other Provis ions . Insurance policies required b y this Ag reement shall
conta in the fol lowing provis ions:
1. All Pol icies . Each insurance policy requ ired by th is Agreement
s hall be endorsed and state the coverage shall not be suspended , voided , cancelled by
t he i nsurer o r eit her Party to this Ag reement, reduced in cov erag e o r in lim it s except
after 30 days ' prio r written notice by certi fied mail , return rece ipt reques ted , has been
given to C ity
2 . Commercial General Liabi lity and Automo g il e Liability C oves~ge s .
(1) C ity , and its respective e l ected and appoin ted officers ,
officia ls , and employees and volunteers are to be covered as additional insureds as
respects: liabilit y arising out of activ ities Service Provider performs ; products and
completed opera tions of Service Provider; premises owned , occupied or used by
Service Provide r ; o r automobiles own ed , leased , hired or borrowed by Serv ice P rovi der.
The coverage shall conta in no specia l lim it ations on the scope of protection afforded to
City, and the ir res p ecti v e elected and appointed officers , officials , or emplo yees .
(2) Service Pr ovid er's insurance coverage shall be primary
i nsura nce with re spect to C ity , and its respective elected and appointed , i ts officers ,
officials , employees and volunteers . Any insurance or self-insu rance mai nta ined by
City , and its respective e lected an d appoi nted officers , officials, employees or
vol unteers , shall apply in exces s of, and not c ontribute with , Serv ice Provider's
i n s ura nce .
(3 ) Service Provider's insurance sha ll apply separately to e a ch
ins u red aga inst whom cla im is made or suit is brough t , except w ith respect to the li mits
of the insurer's l ia b il ity .
(4 ) Any failure to comp ly w ith t he reporti ng or other provis1ons of
the insurance policies , includ i ng breaches of warranties , shall not affect coverage
R I V 114MJM-o\l5K-3KliU d
provided to City , and its respectiv e elected and appointed o fficers , officials , employees
or volunteers .
3 . Workers ' Compensation C_overage . Unless the Ci ty Manager
othe rw ise agrees in writing , the insu rer sha ll agree to wa ive a l l rights of s ubrogation
aga i nst City , and it s respe ctive elected and appointed officers , offic ials, employees and
agents for losses arisi ng from work performed by Service Provider .
C . Other Req!,!irements . Serv ice Prov ider agrees to deposit with City, at or
befo re the effective date of this Agreement , cert ific ates of insurance necessary to satisfy
City that the insurance provis ions of this contract have been complie d w ith . The City
may requ ire t ha t Serv ice Prov ider furn ish City with copies of orig inal endorse me nts
effect ing cove rage requ ired by th is Exhi bit "C". The certificates and e ndors ements are
to be s igned by a person authorized by that insurer to bind covera ge on its beha lf . Ci ty
reserves t he right to inspect complete, cert ified copies of all re qu ired in sura nce pol ic ies ,
at any t ime .
1. Serv ice Provide r sha ll furn ish certi fi cates and endorsements from
each subcontractor id e ntical to those Se rvi ce Prov ider provides .
2 . Any deductibles or self-in sured rete nt ions must be declared to and
approved by C ity . At the option of City, ei th er the insu rer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or it s respect ive elected or
appointed officers, officials , employees and volun teers or the Service Prov ider shall
procure a bon d guarantee ing payment of losses and related investigations , claim
admin istrat ion , defense expenses and cla ims .
3. The procuring of such requ ired policy or policies of ins urance shall
not be construed to limit Serv ice Provider's lia bil ity hereunder nor to fulfi ll the
indemn ification provisions and requi rem ents of this Agreement
KI V #•IKJ M -69~8-JR80 d