HomeMy WebLinkAboutC-2100AMENDMENT *NO. 1 TO AGREEIINT FOR
TRANSPORTATION SERVICE FOR THE OPERATION, 1100-q0
MAINTENANCE AND MANAGEMENT OF ARCADIA
TRANSIT DIAL -A -RIDE BY AND BETWEEN THE CITY OF
ARCADIA AND SOUTHLAND TRANSIT INC.
This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws
of the State of California, and Southland Transit Inc., a California Corporation, with
respect to that certain Professional Services Agreement between the Parties dated July
1, 2004 ( "Agreement').
The Parties agree as follows:
1. Attachment C -1 of the Agreement is hereby amended to read in its entirety
as set forth in the Revised Exhibit C -1 entitled, "Arcadia Transit FY04 -05 to
FY08 -09 Contract Cost," attached hereto and incorporated herein by
reference.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date set
forth below.
CITY OF ARCADIA
By�ar -�
Donald Penman
City Manager
Dated: 5.12 t? 2008
ATTE T:
'City erk
APPROVED AS TO FORM:
City Attorney
SOUTHLAND TRANSIT INC.
By
Dave Daley
Chief Operating Officer
CONCUR:
ason Kruckeberg
Development Services Director
REVISED
ARCADIA TRANSIT
FY04 -05 TO FY08 -09 CONTRACT COST
SOUTHLAND TRANSPORTATION PRICE PROPOSAL
Five Year Operating Cost
Fuel at est. $3 1gallon
Interim Radio System
TOTAL 5 YEAR COST
$5,279,480
$ 970,902
2,280
ATTACHMENT C -1
COST SUMMARY SHEET
Year 1
Year 2
Year 3
Year 4 0 tional
Year 5 0 tional
Annual Vehicle Service Hours
27,000
30,500
30,500
30,500
25,000
Cost Per Vehicle Service Hour
$34.39
$35.31
$36.24
$37.21
$41.35
Annual Operating Cost
$ 928,550
$ 1,076,924
$ 1,105,465
$ 1,134,791
$ 1,033,750
Total 5 Year Cost
$ 5,279,480
Projected Annual Fuel
Consumption
(Gallons of Gasoline)
58,695
66,303
66,303
66,303
66,030
Gallons/VSH
2.17
2.17
2.17
2.17
2.16
Estimated Annual Fuel Cost @
$3/Gallon
$ 176,085
$ 198,909
$ 198,909
$ 198,909
$ 198,090
Proposed Cost of Providing
Interim Radio System for 6
month period
$2,280
Annual Cost
$1,106,915
$1,275,833
$1,304,374
$1,333,700
$1,231,840
Five Year Operating Cost
Fuel at est. $3 1gallon
Interim Radio System
TOTAL 5 YEAR COST
$5,279,480
$ 970,902
2,280
ATTACHMENT C -1
COST SUMMARY SHEET
1 �
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
This Agreement is made and entered into this 1st day of July, 2004 by and between the
City of Arcadia, a municipal organization organized under the laws of the State of California
with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-
6021 ( "City ") and Southland Transit Inc., a California Corporation with its principal place of
business at 14913 East Ramona Boulevard, Baldwin Park, CA 91706 ("Contractor"). City and
Contractor are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Contractor.
Contractor 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. Contractor represents that it is experienced in providing professional transportation
service, such as the local Arcadia Transit Dial -A -Ride system, to public clients, is licensed in the
State of California, and is familiar with the transportation plans of City involved herein.
2.2 Project.
City desires to engage Contractor to render such services for the professional
transportation service for the operation, maintenance and management of Arcadia Transit Dial -
A -Ride ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor 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 professional transportation services for the operation,
maintenance and management of Arcadia Transit Dial -A -Ride system 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.
3.1.2 Term. The term of this Agreement shall be from July 1, 2004 to June 30,
2009, unless earlier terminated as provided herein. Contractor shall complete the Services within
the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent Contractor basis and not as an employee.
Contractor 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 Contractor shall also not be employees of City and shall at all times be under
Contractor's exclusive direction and control. Contractor 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. Contractor 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. Contractor 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.
Contractor represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Contractor's conformance
with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon
request of City, Contractor 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
Contractor shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Contractor 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, Contractor may substitute other personnel of
at least equal competence upon written approval of City. In the event that City and Contractor
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
Contractor at the request of the City. The key personnel for performance of this Agreement are
as follows:
Southland Transit Inc.
Dave Daley, Chief Operating Officer
3.2.5 City's Representative. The City hereby designates Don Penman, Assistant
City Manager /Development Services Director, or his 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. Contractor shall
not accept direction or orders from any person other than the City's Representative or his or her
designee.
i)
3.2.6 Contractor's Representative. Contractor hereby designates Dave Daley,
Chief Operating Officer, or his or her designee, to act as its representative for the performance of
this Agreement ( "Contractor's Representative "). Contractor's Representative shall have full
authority to represent and act on behalf of the Contractor for all purposes under this Agreement.
The Contractor'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. Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, Contractors and other
staff at all reasonable times.
3.2.8 Standard of Care: Performance of Employees. Contractor 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. Contractor represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Contractor warrants that all employees and
subContractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Contractor 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, including a City Business License, 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, Contractor shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions that are
caused by the Contractor's failure to comply with the standard of care provided for herein. Any
employee of the Contractor or its sub - Contractors 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 Contractor
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Contractor 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. Contractor shall be liable for all violations of such laws and
regulations in connection with Services. If the Contractor performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Contractor .shall be solely responsible for all costs arising therefrom. Contractor 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.
3.2:10 Insurance and Indemnity.
3.2.10.1 Time for Compliance. Contractor` 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, Contractor 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.
3.2.10.2 Minimum Requirements. Contractor 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 Contractor, its agents, representatives, employees or subcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Vehicle Liability Insurance. Throughout the term of this
Agreement, Contractor shall provide vehicle liability insurance in the amount of Ten Million
Dollars ($10,000,000.00) combined single limit Bodily Injury and Property Damage. Coverage
may be provided through one or more policies and shall include: Uninsured Motorist (UM) and
Personal Injury Protection (PIP) with coverage limits as required by law; Medical Payments with
coverage limits of $500 per person per occurrence.
(B) General Liability and Protection and Indemnity Insurance.
Contractor shall procure and maintain during the life of this Contract General Liability Insurance
on a commercial form with a minimum of Ten Million Dollars ($10,000,000), covering all legal
liability for personal injury, bodily injury, death and property damage to the vehicle maintenance
facility and any applicable endorsement or rider for the storage, handling, transportation and
disposal of Hazardous Substances that may arise out of Contractor's performance under this
Contract except as may be .covered by insurance coverage provided by the City, as described
elsewhere in the Contract.
(C) Vehicle Physical Damage. With respect to the vehicles to be
used under the terms of this Contract, Contractor shall maintain in full force and effect insurance
covering vehicles against physical damage from comprehensive and collision, in an amount
equal to the vehicles' actual cash value. Any deductible shall not exceed Ten Thousand Dollars
($10,000.00) Per Incident, must be stated in writing to the City and shall be the sole
responsibility of the Contractor.
(D) Workers' Compensation and Employer's Liability Insurance.
Contractor shall procure and maintain during the life of this Contract Workers' Compensation
Insurance in conformance with the laws of the State of California and with the laws of the United
States and Employers' Liability Insurance with a minimum of One Million Dollars ($1,000,000).
3.2.10.3 Subrogation Waiver. Each of the foregoing policies shall
expressly waive subrogation against CITY.
3.2.10.4 Failure to Secure. If Contractor at any time during the term
hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain
such insurance in the Contractor's name or as an agent of the Contractor and shall be
compensated by the Contractor for the costs of the insurance premiums plus interest at the
maximum rate permitted by law computed from the date written notice is received that the
premiums have been paid. Contractor shall indemnify and hold harmless City from the failure to
place, the failure to maintain, or the failure of any of the insurance policies required above.
3.2.10.5 Additional Insured. City, its Council, Commissions, officers,
and employees shall be named as additional insured under all insurance coverage, except
Workers' Compensation, required by this Contract. An additional insured named herein shall
not be held liable for any premium, deductible portion of any loss, or expense of any nature on
this policy or any extension thereof. Any other insurance held by an additional insured shall not
be required to contribute anything toward any loss or expense covered by the insurance provided
by this policy.
3.2.10.6 Primary Insurance. Endorsement(s) shall be provided which
states that the coverage is Primary Insurance and that no other insurance affected by the City will
be called upon to contribute to this coverage.
3.2.10.7 Other Insurance Provisions. The general liability and automobile
liability policies are to contain, or be endorsed to contain, the following provisions:
(A) The City, its officers, officials, employees, agents and
volunteers are to be covered as insured as respects; liability arising out of activities performed by
or on behalf of the Contractor; products and completed operations of the Contractor; premises
owned, occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by
the Contractor. The coverage shall contain no special limitations on the scope of protection
afforded to the CITY, its officers, officials, employees, agents or volunteers.
(B) For any claims related to this project, the Contractor's
insurance coverage shall be primary insurance as respects the City, its officers, officials,
employees, agents and volunteers. Any insurance or self - insurance maintained by the City, its
officers, officials, employees, agents or volunteers shall be excess of the Contractor's insurance
and shall not contribute with it.
(C) 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
officers, officials, employees, agents or volunteers.
(D) The Contractor's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
(E) Each insurance policy required by this clause shall be endorsed
to state that coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by certified mail, return
receipt requested, has been given to the City.
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3.2.10.8 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best's rating of no less than A:VII.
3.2.10.9 Verification of Coverage. Contractor shall furnish the City with
original endorsements effecting coverage required by this clause. The endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements
are to be on forms provided by the City. All endorsements are to be received and approved by
the City before work commences. As an alternative to the City's forms, the Contractor's insurer
may provide complete, certified copies of all required insurance policies, including endorsements
effecting the coverage required by these specifications.
3.2.10.10 Subcontractors. Contractor shall include all subcontractors as
insured under its policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated
herein.
3.2.10.11 Professional Liability. Contractor shall procure and maintain,
and require its sub - Contractors to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed
to include contractual liability.
3.2.10.12 Insurance Endorsements. The insurance policies shall contain
the following provisions, or Contractor 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, agents and
volunteers shall be covered as additional insured with respect to the Work or operations
performed by or on behalf of the Contractor, 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, agents and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying
coverage. Any insurance or self - insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Contractor'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
Contractor or for which the Contractor 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 Contractor's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's
insurance and shall not be called upon to contribute with it in any way.
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(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
that arise from work performed by the Contractor.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been 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.
3.2.10.13 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.
3.2.10.14 Deductibles and Self- Insurance Retentions. Any deductibles or
self - insured retentions must be declared to and approved by the City. Contractor 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 Contractor shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.10.15 Acceptability of Insurers.. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.10.16 Verification of Coverage. Contractor shall furnish City with
original 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. 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.
3.2.11 Safety. Contractor shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the Contractor
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
7
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.2.12 Indemnification
3.2.12.1 Indemnity by Contractor. Contractor, its successors and assigns
(the "Indemnitors "), agree to indemnify, defend and hold harmless City, its officers, officials,
directors, employees, agents and volunteers (the "Indemnitees "), from and against any and all
Damages (as defined below) suffered or incurred by the Indemnitees resulting from or related to
(i) any breach of Contractor's obligations under this Contract; (ii) any violation by Contractor of
any federal, state or local law applicable to Contractor's performance under this Contract,
including without limitation, Applicable Environmental Laws; (iii) the failure of Contractor to
pay any federal, state or local income, sales, use, payroll or other tax during the term of this
Contract; (iv) the failure of Contractor to maintain any insurance coverage required to be
maintained by this Contract; and (v) any claim resulting from the negligent or willful acts or
omissions of Contractor, any subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable. Notwithstanding the foregoing, the
Indemnitors shall not be liable for any Damages that arise as a result of the sole negligence or
willful misconduct of the Indemnitees.
3.2.12.2 Definition of Damages. As used herein, "Damages" shall mean
all liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial
proceedings, assessments, levies, losses, fines, penalties, damages, costs and expenses, in each
case as awarded by a court or arbitrator, including, without limitation, reasonable attorneys',
accountants', investigators', and experts' fees and expenses sustained or incurred in connection
with the defense or investigation of any such liability.
3.2.12.3 Indemnitee Claims. Except as set forth in Section 3.2.12.4, in
the event that an Indemnitee makes a claim for which the Indemnitee is indemnified pursuant to
Section 3.2.12.1, the Indemnitee shall provide written notice of such claim to Indemnitors and
Indemnitors shall have thirty (30) days following receipt of such notice to (i) make payment of
the claim to Indemnitee; or (ii) if there is a good faith dispute whether such claim is valid, then
provide written notice to Indemnitee of the factual and/or legal basis for Indemnitors' dispute of
the claim. If Indemnitee and Indemnitors have not agreed on a resolution of the disputed claim
within thirty (30) days of notice from Indemnitors, then pending final resolution of the dispute by
court, arbitration or otherwise, Indemnitors shall either make payment of the full amount of the
claim into an escrow account or post a bond for the full amount'of the claim.
3.2.12.4 Defense of Third Party Claims. In the event that an
indemnification claim hereunder is based in whole or in part upon any claim or legal proceeding
asserted by a person or entity which is not a party to this Contract (a "Third Party Claim "),
promptly after receipt of notice of the Third Party Claim, the Indemnitees shall notify the
Indemnitors of such claim in writing. The Indemnitors shall have a period of 30 days following
the receipt of such notice to notify the Indemnitees of whether the Indemnitors elect to assume
the defense thereof. If the Indemnitors so notify the Indemnitees that they elect to assume the
defense, the Indemnitors thereafter shall undertake and diligently pursue the defense of the Third
Party Claim. The Indemnitors shall not consent to entry of judgment or enter into any settlement
agreement, without the consent of the Indemnitees, which does not include a complete and
L,
unconditional release of the Indemnitees or which imposes injunctive or other equitable relief
against the Indemnitees. The Indemnitees shall be entitled to participate in, but not control, the
defense thereof, with counsel of its choice and at its own expense. If the Indemnitors do not give
the requisite notice, or fail to assume and diligently pursue the defense of such Third Party
Claim, the Indemnitees may defend against such Third Party Claim in such manner as they may
deem appropriate, including without limitation, settlement thereof on such terms as the
Indemnitees may deem appropriate, and to pursue such remedies as may be available to the
Indemnitees against the Indemnitors. Notwithstanding the foregoing, the Indemnitees shall not
consent to entry of a judgment or enter into any settlement agreement, without the consent of the
Indemnitors, which does not include a complete release of the Indemnitors.
3.3 Fees and Payments.
3.3.1 Comnensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services including without limitation all labor, materials, fuel,
operation, management, and maintenance and repair of vehicles and equipment, 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 SIX MILLION THREE HUNDRED
EIGHTY THREE THOUSAND EIGHT HUNDRED THIRTY SEVEN DOLLARS
($6,383,837), as defined in Exhibit C- Compensation, without written approval of City Council.
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. Contractor shall submit to City a monthly -
itemized statement that indicates work completed and hours. of Services rendered by Contractor.
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. Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Contractor 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 execution of this Agreement.
Contractor shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Contractor 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. Contractor 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 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Contractor, terminate the whole or any part of this Agreement at any.. time and without cause by
giving written notice to Contractor of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Contractor shall be compensated only for those services which have been adequately rendered to
City, and Contractor shall be entitled to no further compensation. Contractor 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 Contractor to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Contractor in connection with the performance of
Services under this Agreement. Contractor 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:
Contractor:
City:
Southland Transit Inc.
Dave Daley, Chief Operating Officer
14913 East Ramona Boulevard
Baldwin Park, CA 91706
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman
Assistant City Manager/Development Services Director
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.
10
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Propert y. 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 Contractor under this Agreement ( "Documents & Data "). Contractor 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. Contractor
represents and warrants that Contractor has the legal right to license any and all Documents &
Data. Contractor makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Contractor or provided to Contractor 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 Contractor in
connection with the performance of this Agreement shall be held confidential by Contractor.
Such materials shall not, without the prior written consent of City, be used by Contractor 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 Contractor which is otherwise known to Contractor or is generally known, or has
become known, to the related industry shall be deemed confidential. Contractor shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the 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 Attorney's Fees. If either Party commences an action against the other
Party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the
losing Party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Contractor 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 Contractor, its officials, officers, employees,
agents, Contractors 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 attorneys fees and other related costs and expenses. Contractor shall
defend, at Contractor'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. Contractor 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. Contractor
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. Contractor'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.
3.5.7 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.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 City's Right to Employ Other Contractors. City reserves right to employ
other Contractors in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Contractor 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.
3.5.13 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 Contractor include all personnel, employees, agents, and
subcontractors of Contractor, 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.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
12
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 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.
3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, 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.
3.5.19 Equal Opportunity Employment. Contractor 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 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. Contractor 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.
3.5.20 Labor Certification. By its signature hereunder, Contractor 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.
3.5.21 Authority to Enter Agreement. Contractor 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.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
13
3.6 Subcontracting.
3.6.1 Prior Approval Required.
the work required by this Agreement, except
approval of City. Subcontracts, if any, shall
provisions stipulated in this Agreement.
CITY OF ARCADIA
Contractor shall not subcontract any portion of
as expressly stated herein, without prior written
contain a provision making them subject to all
By: wpm By:
William R. Kelly
City Manager
Dated: {0�
ATTEST:
�
City Clerk
APPROVED AS TO FORM:
P 6�&
Stephen P. Deitsch
City Attorney
2004
14
SOUTHLAND TRANSIT INC.
ave Daley
Chief Operating Officer j
CONCUR:
Don Penman ate
Assistant City Manager/
Development Services Director
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall comply with all requirements outlined in the City of Arcadia Request for
Proposal (RFP) and Addenda for the operation, maintenance and management of the Arcadia
Transit Dial -A -Ride system, including the detailed Scope of Work.
Attachment A -1 2004 Request for Proposal, March 31, 2004
Scope of Service, pages 18 -47
Attachment A -2 Southland Transit Inc. Proposal, May 17, 2004 (except insofar as or with
this Agreement, in which event Attachment A -1 and this Agreement shall
prevail)
A -1
EXHIBIT "B"
SCHEDULE OF SERVICES
Contractor shall provide professional transit services for the operation, maintenance and
management of the Arcadia Transit Dial -A -Ride system for a period of five (5) years,
commencing July 1, 2004 through June 30, 2009, as defined in the 2004 Request for Proposals.
MI
EXHIBIT "C"
COMPENSATION
Contractor shall provide professional transit services for the operation, maintenance and
management of the Arcadia Transit Dial -A -Ride system for an amount not to exceed SIX
MILLION THREE HUNDRED EIGHTY THREE THOUSAND BIGHT HUNDRED THIRTY
SEVEN DOLLARS ($6,383,837) over a five year period as defined in the Southland Transit Inc.
proposal dated May 17, 2004, Section Cost Forms, page 3 -4.
Attachments:
Attachment C -1 FY04 -05 to FY08 -09 Contract Cost Summary Sheet
Attachment A -2 Southland Transit Inc. Proposal, May 17, 2004,
Section Cost Forms, pages 3 -4
C -1
ARCADIA TRANSIT
FY04 -05 TO FY08 -09 CONTRACT COST
SOUTHLAND TRANSPORTATION PRICE PROPOSAL
Year
Annual Vehicle Service Hours 27,001
Cost Per Vehicle Service Hour $34.31
Annual Operating Cost
Total 5 Year Cost
Projected Annual Fuel
Consumption
[Gallons of Gasoline]
Gallons/VSH
Estimated Annual Fuel Cost @
$3 /Gallon
Proposed Cost of Providing Interim
Radio System for 6 month period.
Annual Cost
Five Year Operating Cost
Fuel at est. $31gallon
Interim Radio System
TOTAL 5 YEAR COST
Year 5
.21
58,695
66,303
66,303
66,303
66,030
2.17
2.17
2.17
2.17
2.16
$ 176,085
$ 198,909
$ 198,909
$ 198,909
$ 198,090
$2,280
$1,106,9151 $1,275,8331 $1,304,3741 $1,333,7001 $1,363,015
$
5,410,655
$
970,902
$
2,280
$
6,383,837
ATTACHMENT C -1
COST SUMMARY SHEET
FY04 /05- FY08/09
ARCADIA TRANSIT
FY04 -05 TO FY08 -09 CONTRACT COST
SOUTHLAND TRANSPORTATION PRICE PROPOSAL
Annual Vehicle Service Hours
Cost Per Vehicle Service Hour
Annual Operating Cost
Total 5 Year Cost
Projected Annual Fuel
Consumption
[Gallons of Gasoline]
GallonsNSH
Estimated Annual Fuel Cost @
$3 /Gallon
Proposed Cost of Providing Interim
Radio System for 6 month period.
Annual Cost
Five Year Operating Cost
Fuel at est. $3 /gallon
Interim Radio System
TOTAL 5 YEAR COST
Yearl Year2
Year 3 Year 4 tOotionall Year 5
21 1 $38.19
58,695
66,303
66,303
66,303
66,030
2.17
2.17
2.17
2.17
2.16
$ 176,085
$ 198,909
$ 198,909
$ 198,909
$ 198,090
$2,280
$1,106,9151 $1,275,8331 $1,304,3741 $1,333,700 $1,363,015
$
5,410,655
$
970,902
$
2,280
$
6,383,837
ATTACffMENT C- t
COST SUMMARY SHEET
FY04 /05- FY08/09