HomeMy WebLinkAboutAmendment No 7
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Amendment No. 7 - Imperial Parking/Parking Enforcement Services Contract No. 5070
AMENDMENT NO. 7 TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF BREMERTON AND
IMPERIAL PARKING (U.S.), LLC
THIS AMENDMENT to the Professional Services Agreement (the "Services Agreement")
between the City of Bremerton and Imperial Parking (U.S.), LLC dated July 1, 2011 (the “Effective
Date”).
WHEREAS, the City and Imperial Parking (U.S.), Inc. entered into a Professional
Services Agreement (the “Services Agreement”) effective July 1, 2011 for parking services; and
WHEREAS, effective October 12, 2011, Imperial Parking (U.S.), Inc. converted
from a corporation to a Delaware limited liability company known as Imperial Parking (U.S.),
LLC and, by operation of law, assumed all the rights and obligations of Imperial Parking (U.S.),
Inc. including, without limitation, those pursuant to the Services Agreement; and
WHEREAS, on January 20, 2016, the parties entered into Contract Modification
No. 1 (amendment) to the Services Agreement; and
WHEREAS, on August 1, 2016, the parties entered into Contract Modification No.
2 (amendment) to the Services Agreement (the Services Agreement as thereby amended is herein
called the “Agreement”); and
WHEREAS, on August 1, 2019, the parties entered into Contract Modification No.
3 (amendment) to the Services Agreement (the Services Agreement as thereby amended is herein
called the “Agreement”); and
WHEREAS, on December 10, 2019, the parties entered into Contract Modification
No. 4 (amendment) to the Services Agreement (the Services Agreement as thereby amended is
herein called the “Agreement”);and
WHEREAS, on December 5, 2022 the parties entered into Contract Modification
No. 5 (amendment) to the Services Agreement (the Services Agreement as thereby amended is
herein called the “Agreement”); and
WHEREAS, on March 24th, 2023, the parties entered into Contract Modification
No. 6 (amendment) to the Services Agreement; and
WHEREAS, the parties have agreed to changes to the scope of work and to extend
the term of the agreement as well as other modifications to general conditions;
NOW THEREFORE, in consideration of the premises and mutual covenants and agreements
herein contained, the parties agree as follows:
The following sections of the Agreement are hereby amended and replaced as follows:
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Amendment No. 7 - Imperial Parking/Parking Enforcement Services Contract No. 5070
I. Section I. Scope: The Scope of Work is hereby amended by:
1) Substituting Exhibit A, attached hereto, for the version Amended in all prior
Amendments to the Service Agreement; and
2) Substituting Exhibit C, attached hereto, for the version Amended in all prior
Amendments to the original service agreement; and
3) Substituting Exhibit F, attached hereto, for the version Amended in all prior
Amendments to the original service agreement; and
4) Substituting Exhibit G, attached hereto, for the version Amended in all prior
Amendments to the original service agreement.
II. Section II Term: The term of the Agreement is hereby amended from an expiration date
of June 30, 2023 to a new expiration date of December 31, 2025. This amendment 7 is to
be effective on the date that all parties have signed.
III. Section III Compensation: Compensation is amended as outlined in the amended Scope
of Work in Exhibit A as incorporated herein.
IV. Section V. Indemnification: The first paragraph is deleted in its entirety and replaced as
follows:
The Operator shall indemnify and hold the City harmless from and against all claims, liabilities,
costs, and expenses arising in connection with any negligence or intentional misconduct of the
Operator, its employees, invitees, and any others for whom the Operator is at law responsible,
except to the extent caused by the willful misconduct or negligent act or omission of the City.
V. Section VI Insurance is amended to provide that Operator may meet the limits of
insurance required under this Agreement through a combination of primary and excess coverage
and that Operator shall include the City as an additional insured (rather than name the City).
VI. Section IX. Termination: Is deleted in its entirety and replaced with the below:
This Agreement may be terminated by written instrument upon mutual consent. Termination
may be made by the City or Operator for convenience on ninety (90) day advanced written
notice. Termination may be made by the City or Operator for convenience on ninety (90) day
advanced written notice. This agreement may be immediately terminated for cause by a Party if
the other Party substantially fails to perform through no fault of the terminating Party, and the
non-performing Party does not commence correction of the failure of performance within thirty
(30) days of the terminating Party’s sending notice to the non-performing Party. The City may
with-hold payment, until the corrective action is completed, but may not with-hold payment
longer than thirty (30) days after correction is completed.
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Amendment No. 7 - Imperial Parking/Parking Enforcement Services Contract No. 5070
In the event of termination, the City shall pay for all services performed by the Operator to the
effective date of termination provided by such notice, and any applicable reimbursement
pursuant to the provisions of Exhibit A. After termination, the City may take possession of all
records and data within the Operator’s possession pertaining to this project which may be used
without restriction by the City. Any such use not related to the project which Operator was
contracted to perform shall be without liability or legal exposure to the Operator.
Force Majeure. Operator shall not be deemed to be in default and shall not be liable for failure
to perform under this Agreement if Contractor’s performance is prevented or delayed by Force
Majeure. For purposes of this Agreement, the term Force Majeure shall mean any acts of God,
including landslides, lightning, forest fires, storms, floods, freezing and earthquakes, terrorism,
civil disturbances, strikes, lockouts or other industrial labor disturbances, acts of the public
enemy, wars, blockades, public riots, explosions, governmental restraint or causes, whether of
the kind enumerated otherwise, that are not reasonably within the control of the Operator.
VII. Definitions IX. is a new section and will be added to the agreement as follows:
A. Downtown Core: the streets and public right-of-way between Warren Avenue and 6th
street, Bremerton, Washington and including the 600 block to the 900 block of
Pacific Avenue and the 600 block to the 800 block of Park Avenue, Bremerton,
Washington, 98337.
B. Overtime enforcement action: includes a chalk of a vehicle and the resulting actions
necessary to determine if a warning, citation, impound or boot of a vehicle is
warranted.
VIII. A new section X Limitation of Liability is added as follows:
Each party’s total liability arising under or in connection with this Agreement including
for any Claims, is hereby be limited to the amount equal to the coverage limits of
insurance required under this Agreement, provided that this limitation on liability shall
not limit (i) any claims for tangible personal property damage, bodily injury, or death to
the extent such property damage, injury or death is attributable to the negligence or
willful misconduct of Operator, Owner or their respective employees or agents and (ii)
claims which may not be limited in accordance with applicable law. Notwithstanding
anything to the contrary in this Agreement, in no event will either party or any of it
shareholders, members, officers, directors, employees or personnel be liable for any
liability or claim for punitive, special, exemplary, liquidated, indirect, or consequential
damages or for loss of profits or business. In addition to any other limitations or caps on
liability hereunder, each party agrees that the liability of each party hereto for any and all
claims is limited to such party’s assets and agrees not to pursue any claims against any
person or entity other than Operator and the Owner, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 7 to the Services
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Amendment No. 7 - Imperial Parking/Parking Enforcement Services Contract No. 5070
Agreement on the day and year last written below.
THE CITY OF BREMERTON IMPERIAL PARKING (U.S.), LLC
By Greg Wheeler By Harold Delos Reyes
Its Mayor Its General Manager
DATE: DATE:
APPROVED AS TO FORM: ATTEST:
Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk
DocuSign Envelope ID: 55D4BA7A-5013-46AC-B73A-F35A08A84A0B
4/24/2023
_________
Erden
President of Parking
M Serdar____________
4/24/2023