HomeMy WebLinkAboutC-2714AUSD Contract # 12 -13 -037 �I
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
BUS TRANSPORTATION SERVICES
.,
This Agreement is made and entered into this 18th day of June, 2012 by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91066 -6021 ( "City ") and Arcadia Unified School District, a Public
Agency with its principal place of business at 234 Campus Drive, Arcadia, California
91007 ( "Consultant'). City and Consultant are sometimes individually referred to as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing Bus
Transportation Services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Bus
Transportation Services as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Bus
Transportation services necessary for the Project ( "Services "). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from June 18, 2012 to
June 1, 2013 unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
•• a • • 1 0 • .;
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Christina Aragon, Assistant Superintendent of Business Services.
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3.2.5 Cm's Representative. The City hereby designates Sara Somogyi,
Director of Recreation and Community Services or her designee, to act as its
representative for the performance of this Agreement ( "City's Representative "). City's
Representative shall have the power to act on behalf of the City for all purposes under
this Contract. Consultant shall not accept direction or orders from any person other
than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates
Christina Aragon, Assistant Superintendent of Business Services, or her designee, to
act as its representative for the performance of this Agreement ( "Consultant's
Representative "). Consultant's Representative shall have full authority to represent and
act on behalf of the Consultant for all purposes under this Agreement. The Consultant's
Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services and that such licenses and approvals shall be maintained
throughout the term of this Agreement. As provided for in the indemnification provisions
of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions
which are caused by the Consultant's failure to comply with the standard of care
provided for herein. Any employee of the Consultant or its sub - consultants who is
determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the
City, shall be promptly removed from the Project by the Consultant and shall not be
re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
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violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant,
are not authorized to work in the United States for Consultant or its subcontractor and /or
any other claims based upon alleged IRCA violations committed by Consultant or
Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that 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
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers,
employees, agents and volunteers as an additional insured with proof of certificate of
insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
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bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self - insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident
for bodily injury and property damage.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising out of
Services operations and for completed operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the City,
its directors, officials, officers, employees and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self- insurance maintained by the City, its directors, officials, officers,
employees and volunteers shall be excess of the Consultant's insurance and shall not
be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the City, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self - insurance maintained by the City, its directors, officials,
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officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the
terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self- insured retentions as respects the City, its
directors, officials, officers, employees, agents and volunteers; or (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
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3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed FORTY -
THREE THOUSAND DOLLARS ($43,000) without written approval of the City
Manager. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
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execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
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Arcadia Unified School District
234 Campus Drive
M
Arcadia, CA 91007
Attn: Christina Aragon, Assistant Superintendent, Business
Services
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Sara Somogyi, Director of Recreation and Community
Services
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non - exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
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Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorney's 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 shall
defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and
risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against City, its directors, officials, officers, employees,
agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against City or its directors, officials, officers, employees, agents
or volunteers, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by any negligence or willful misconduct by the City or its
directors, officials, officers, employees, agents or volunteers. Consultant shall
reimburse City and its directors, officials, officers, employees, agents and /or 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
directors, officials, officers, employees, agents or volunteers and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
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3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.13 Amendment: Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
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3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 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
member, 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.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. 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.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
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3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
D&rffinic Lazza—reW
City Manager
Date: J 0 .
APPROVED AS TO FORM: ,
Stephen P. Deitsch
City Attorney
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1,1
F4RCADIA'INIFIED SCHOOL DISTRICT
Asst. Superintendent,
Business Services
Title
Date: 6/1.4/1.2
Name:
Title
Date:
EXHIBIT "A"
The City of Arcadia is seeking proposals for bus services on an annual basis. This
quotation request will cover the period of approximately June 18th, 2012 through June
1St, 2013 for summer Day Camp, Sports Camp, Family and Youth Excursions, and
Intramural Sports (September -May) transportation.
These services will be required for Day Camp, Sports Camp, Family and Youth
Excursions and School Year Intramural Sports transportation, all of which will require
separate busses as explained below. Day Camp and Sports Camps are held Monday
through Friday and Family Excursions are held on a Saturdays. The City requires two
to four (2 -4) busses per day, Monday through Friday to accommodate the Day /Sports
Camp programs during the summer. Attached is a draft of the Day Camp, Sports Camp
and Youth and Family Excursion schedules for your information. It is your responsibility
to familiarize yourself with these schedules prior to submitting your bid. Intramural
Sports transportation will be requested, as needed, to transport participants locally to
and from games during the school year (September -May).
SUCCESSFUL BIDDER'S RESPONSIBILITY:
It is extremely important that the successful vendor be at the specified location promptly
at the time specified in the schedules. All busses need to be clearly identified via a
sign or other appropriate media as "ARCADIA CAMP" busses. For example, some type
of sign in the curb side window of the bus or in the bottom right hand side of the
windshield. Parents and children need to know that the bus they are boarding is for the
Arcadia Camps.
Successful vendor must provide certified drivers and vehicles in accordance with all
local, state and federal bus rules and regulations. By submitting a bid to the City, the
vendor certifies that he /she follows all applicable rules and regulations.
Successful vendor must be capable of understanding and /or have the knowledge to
understand complex route planning and follow- through. The City of Arcadia would
prefer school type busses rather than motor coach type. Air conditioning is not
required.
Bus drivers must have radio contact with their base facility at all times. The base facility
must provide the radios as well as maintain contact with the driver at all times. The City
of Arcadia would prefer to have the same drivers every day throughout all camps in
order to ensure consistency in routes, familiarity with routes and recognition of the
drivers to the parents and Arcadia staff. In the event a driver is ill or absent, the
successful vendor must provide a qualified replacement driver. The City will provide at
least one staff member per bus to ride each bus to assist with child supervision and
route knowledge if necessary.
Exhibit A
Bus drivers must be finger printed and proof of finger printing must be submitted prior to
contract commencing. Finger printing and proof of such is to be done at no additional
cost to the City of Arcadia.
In the event any busses break down or become inoperable, successful vendor must be
able to provide a replacement bus within 30 minutes, including the need to refuel the
busses. Busses are to be refueled each morning to ensure enough fuel for entire route
or make arrangements for refueling when there are no passengers on the busses. Fuel
and all associated maintenance costs are the sole responsibility of the bus company
and its drivers.
DAY CAMP:
For the summer of 2012 there will be ten (10) weeks of Day Camp serving up to 120
campers per week. The camp accepts children entering 1St through 5th grades. The
camp operates at Wilderness Park, Monday through Friday from June 18th through
August 24th, 2012 except for July 4th, 2012.
Day Camp will require two busses per day, each following their own fixed route with
fixed stops that must follow a time schedule. See "Exhibit B" attached. On Tuesday
and Thursday afternoons the Day Camp participants will go to the Arcadia High School
pool from Wilderness Park at approximately 12:30 p.m. After swimming the children will
need to be transported back to the original stops they were picked up during the
morning route. See "Exhibit B" attached.
Each week, at Day Camp there will be one excursion to an offsite location. See "Exhibit
B" attached.
SPORTS CAMP.
For the 2012 summer season there will be three (3) weeks of Sports Camp serving up
to 100 campers per week. One (1) sports camp will accept children entering 1St through
4th grades and two (2) of the sports camps will accept children entering 5th through 9th
grades. All camps operate Monday through Friday at Dana Middle School.
Sports Camp will typically require only one bus, however if enrollment exceeds 82
campers, two busses will be required. If two busses are required the route will be split
accordingly as mutually agreed upon with City staff. The Sports Camp bus will follow its
own fixed route with fixed stops that must follow a time schedule. See "Exhibit B"
attached.
Sports camp has two (2) excursions per week with the exception of week II, which has
three (3). Each of the off -site excursions (Exhibit B) may require two busses to
accommodate staff and volunteers.
Exhibit A
FAMILY EXCURSIONS:
The City operates three (3) Family Excursions. Specific time and locations are shown
on the attached schedule, "Exhibit B ". At least one bus will be required for each Family
Excursion. If two busses are required, the City will give at least a forty -eight (48) hours
verbal notice to the vendor. Successful vendor will be required to submit the name and
phone number of a contact person who will be responsible for scheduling additional
busses, if any are needed.
YOUTH EXCURSIONS:
The City operates three (3) Youth Excursions. Specific time and locations are shown
on the attached schedule, "Exhibit B ". At least one bus will be required for each Youth
Excursion. If two busses are required, the City will give at least a forty -eight (48) hours
verbal notice to the vendor. Successful vendor will be required to submit the name and
phone number of a contact person who will be responsible for scheduling additional
busses, if any are needed.
INTRAMURAL SPORTS:
The City operates Intramural Sports from September through May. Specific time and
locations will be requested during this period as needed. At least one bus will be
required for each transportation request. If two busses are required, the City will give at
least a forty -eight (48) hours verbal notice to the vendor. Successful vendor will be
required to submit the name and phone number of a contact person who will be
responsible for scheduling additional busses, if any are needed.
PERIOD:
This agreement shall be for the period of approximately June 18th, 2012 through June
1St, 2013 with the option to renew on a year -by -year basis for a maximum of three (3)
additional years.
PARKING FEES:
Any /all bus parking fees that may be incurred during day camp, sports camp or
excursions will be paid by the City of Arcadia in full.
NUMBER OF OCCUPANTS:
Throughout this contract the number of occupants typically varies between 80 and 120
for camps and between 70 and 140 for each excursion.
PRICES:
It shall be understood that the unit prices quoted herein are to remain firm for the entire
term of the agreement and any extended period, if any is offered.
INSURANCE:
Successful bidder will be required to furnish a Certificate of Insurance.
Exhibit A
11 ► _ i ► i _. ► _ 11
The City of Arcadia desires the option of extending this agreement on a year -by -year
basis. If such option is exercised, the prices, terms and conditions quoted herein are to
remain firm for the extended period of the agreement.
EXTENSION OF CONTRACT TO OTHER LOCAL AGENCIES:
The prices, terms and conditions of this bid may be extended to other governmental
agencies at the mutual agreement of both the agency and the bidding vendor. All
requirements of the specifications, purchase orders, invoices and payments with other
agencies would be handled directly with the successful bidder. The City of Arcadia
does not warrant any additional use of the contract by such agencies. The bidder's
response as requested on the Bidder's Proposal Sheet will in no way affect the City of
Arcadia's consideration of this bid. Agreement or exception to this must be clearly
noted on the Bidder's Proposal Sheet attached.
TRANSPORTATION:
The first day of each camp session, a City of Arcadia staff member, on each bus, will
attach a colored plastic identification band on the child's wrist. This band will identify
the child's bus and bus stop. The band should be left on the child's wrist for the week's
duration. In the event the band was removed or lost, city staff assigned to that bus will
have a list of the names of the children riding that particular bus and staff will provide
replacement wristbands.
Exhibit A
- -- - ------------ -
PICKUP PICKUP
TIME
I TIME
M/T/THIF
WED
8:40 AM
18:10 AM
8:50 AM
8:20 AM
9:00 AM
8:30 AM
9:15 AM
:8:45 AM
9:30 AM
9:00 AM
"Ifil FI li
1 - PINK
PICK UP
PICK UP
I TIME
TIME
14:50 PM
M/T/TH/F
WED
8:50 AM
18:10 AM
9:00 AM
18:30 AM
9:15 AM
8:45 AM
9:30 AM
19 AM
"Ifil FI li
1 - PINK
i CAMINO GROVE ELEMENTARY
4:40 PM
2 - PURPLE
DANA MIDDLE SCHOOL
14:50 PM
- ----------
3 - GREEN
LONGLEY WAY ELEMENTARY
5:00 Pm
3:15 PM
BALDWIN STOCKER
15:10 PM
4 - ORANGE
JELEMENTARY
5
------- ------- --- -"*-,-----,-",-,-""-
WILDERNESS PARK/POOL
14:30 PM
BUS NO. 2
STOP/
WRISTBAND LOCATION
COLOR
3:15 PM
13:45 PM
3:30 PM
3:35 PM
340 PM
1325 PM
3:00 PM
4 1 WILDERNESS PARK/POOL
3:50 PM
3:15 PM
3:00 PM
3:00 PM
RETURN TIME RETURN TIME 1 RETURN TIME
WED M/F 1 T/TH
1 -RED I HOLLY AVE. ELEMENTARY 15:05 PM
2 -BLUE HUGO REID ELEMENTARY
14:55PM
HIGHLAND OAKS
4:40 PM
3 - YELLOW �:ELEMENTARY
3:00 PM
4 1 WILDERNESS PARK/POOL
4:30 PM
Exhibit B
3:35 PM
13:10 PM
325 PM
1320 PM
3:10 PM
1335 PM
3:00 PM
3:00 PM
Exhibit "B"
DRUMM 011,0,11MIRMUN - NIKKO
PICK UP TIME
STOP/
MONDAY-FRIDAY
WRISTBAND
LOCATION
COLOR
8:30 AM
1 - YELLOW
HIGHLAND OAKS ELEMENTARY
8:40 AM
2 - BLUE
----------------- ,_,-, -- - ------- ---- - ----
HUGO REID ELEMENTARY
8:45 AM
3 - RED
'HOLLY AVE. ELEMENTARY
8:50 AM
!4-ORANGE
BALDWIN STOCKER ELEMENTARY
9:00 AM
5 - GREEN
LONGLEY WAY ELEMENTARY
9:10 AM
9:30 AM
6 - PINK I CAMINO GROVE ELEMENTARY
vm;0 I _0 a q CIIIIIIIIIIIII 11.0 k, r_ll ivi I I I
Exhibit B
RETURN TIME
FIRMAYUkrel.0941
3:55 PM
3:40 PM
3:30 PM
3:25 PM
3:20 PM
3:10 PM
3:00 PM
Exhibit
SCHEDULE OF • D,
Day Camp Summer Excursions
Date
Location
Arrive at
Camp
Depart
Arrive at Destination
Leave
Arrive at
Wilderness
Park
June 20
Adventure City, Buena Park
9:00am
ASAP
10:00am
3:30pm
4:30pm
June 27
Los Angeles Zoo
9:00am
9:30am
10:00am
3:45 m
4:30pm
Jul 5
Bowling, Pasadena
10:15am
10:40am
11:00am
1:00 m
AHS Pool
__
July 11
Knott's Berry Farm, Buena Park
9:00am
ASAP
10:00am
3:30 pm
4:30pm
July 18
Boomers, Upland
9:00am
9:15am
10:00am
3:45pm
4:30 pin
July 25
Raging Waters, San Dimas
9:00am
9:30am
10:00am
4:00pm
4:30pm
August I
IMAX, Los Angeles
9:00am
9:15am
10:00am
3:30 pm
4:30pm
August 8
Chuck E Cheese, Monrovia
I I :00am
11:30am
11:45am
4:00 m
4:30pm
August 15
Eisenhower Park, Arcadia
9:00am
9:15am
9:30am
4.00pm
4:30pm
August 22
Adventure City, Buena Park
9:00am
ASAP
I0:00am
3:30 pm
4 :30pm
Sports Camp Summer Excursions
Date
Location
Arrive at
Dana
Depart
Arrive at Destination
Leave
Arrive at
Dana
August 7
Ice Skating, Pasadena
12:15 pm
12:30 pm
l m
2:15pm
3pm
August 9
Bowling, Pasadena
11:45am
12pm
12:30 pm
2:15pm
3pm
Au ust 14
Pump it Up, Chino
11:15am
11:30am
12:30 pm
2 m
3pm
_
August 15
Eisenhower Park, Arcadia
9:30am
9:45am
loam
1230pm
AHS Pool
August 16
Bowling, Pasadena
11:45am
12 pm
12:30 pm
2: pm
3pm
August 21
Batting Cages, Monrovia
12:15 pm
12:30pm
1 m
2:15 pm
3pm
August 23
Skate Express, Chino
I lam
11:15am
12:15 pm
2pm
3pm
Family Excursions
Date
Location
Arrive at
Community
Center
Depart
Arrive at Destination
Leave
Arrive at
Community
Center
August 18
Monrovia Canyon Falls
7:45am
8am
8:30am ____j
pm
1:30 pm
Sept. 29
Hollywood Sign
7:15am
7:30am
8:30am
1 m
2 m
April 28
Eaton Canyon
7:45am
8am
8:30am
1 m
1:30pm
Zone Pool Trips
Date
Location
Arrive at
Foothills
Depart
Arrive at Arcadia
High School Pool
Leave
Arrive at
Foothills
June 29
Arcadia High School Pool
12:30 pm
12:45 pm
1 m
3pm
3:30 m
Jul 13
Arcadia High School Pool
12:30 pm
12:45 pm
t m
3 m
3:30pm
July 27
Arcadia High School Pool
12:30 pm
12:45pm
1 m
3pm
3:30 m
Exhibit B
Exhibit
$248.00
per day per bus for day camp
$440.00
per round trip per bus to L.A. Zoo, Los Angeles
$254.00
per round trip per bus to 300, Pasadena
$461.00
per round trip per bus to Boomers, Upland
$468.00
per round trip per bus to Knott's Berry Farm, Buena Park.
$454.00
per round trip per bus to Calif. Science Center & IMAX, Los Angeles.
$482.00 per round trip per bus to the Adventure City, Buena Park (2 Trips)
$391.00 per round trip per bus to End of Summer Carnival, Eisenhower Park, Arcadia
$319.00
per round trip per bus to Chuck E Cheese, Monrovia
$433.00
per round trip per bus to Raging Waters, San Dimas
SPORTS CAMP
EXCURSION COSTS:
$248.00
per day per bus for sports camp
$254.00
per round trip per bus to 300, Pasadena (2 Trips)
$282.00
per round trip per bus to Pasadena Ice Skating Center, Pasadena
$254.00
per round trip per bus to Grand Slam Batting Cages, Monrovia
$295.00
per round trip per bus to End of Summer Carnival, Arcadia
$317.00
per round trip per bus to Skate Express, Chino
$317.00
per round trip per bus to Pump it Up, Chino
FAMILY/YOUTH EXCURSION COSTS:
$357.00
per round trip per bus to Eaton Canyon
$350.00
per round trip per bus to Monrovia Canyon
$447.00
per round trip per bus to Hollywood Sign
$199.00
per round trip per bus to Arcadia High School Pool (3 Trips)
Exhibit C