HomeMy WebLinkAboutC-2885 AMENDMENT NO. 2 TO AGREEMENT FOR TRANSPORTATION
SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND 110D-14 0
SOUTHLAND TRANSIT, INC.
This Amendment No. 2 ("Amendment No. 2") 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. with respect to that certain
Professional Services Agreement between the parties dated June 25, 2014
("Agreement").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the "Agreement", the term is hereby extended to
June 30, 2018 ("Extended Term").
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 2 on the date set
forth below.
CITY OF ARCADIA SOUTHLAND TRANSIT, INC.
Dominic Lazzaretto ignature
City Manager
Date: ' m .// 6-1r Ed. 35; ,j Pre-5%r c *
Print N4.me and Title
ATT ST: Date: 71 7/ 17
By -_
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APPROVED AS TO FORM:, S.-lc,...)
Print Name and Title
Date: 7/7 /I ?
Stephen P. Deitsch
City Attorney CONCUR:
dry Kr.ckeberg
Assistant City Manager/Development
Services Director
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AMENDMENT NO. 1 TO AGREEMENT FOR TRANSPORTATION
SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND
SOUTHLAND TRANSIT, INC.
This Amendment No. 1 ("Amendment No. 1") 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. with respect to that certain
Professional Services Agreement between the parties dated June 25, 2014
("Agreement").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Agreement, the Term is hereby extended to
June 30, 2017.
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 SOUTHLAN.9 TRANSIT, INC.
By By
Dominic Lazzaretto, ity Manager Signature , /
Date: 21, Zo Z ro �/�'Esvt ( V/,/(OD
Print Name and Title
ATTEST: Date: / < (
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By
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- Cit�j.C}`erk Signature / ,(�
APPROVED AS TO FORM: / fh/n'y/��livc/c rD-5r c�� V re3,4e,-f
Print Name and Title
•gt9 Date: /76-
Stephen P. Deitsch
City Attorney CONCUR:
$n Kruc eberg
Assistant City Manager/Development
Services Director
I I c6 -N0 /C irks
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
TRANSPORTATION SERVICES
1. PARTIES AND DATE. �
This Agreement is made and entered into this 754 , `day of �un�
2014 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 Southland Transit,
Inc., a California corporation, with its principal place of business at 3650 Rockwell
Avenue, El Monte, CA. 91731 ( "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
transportation services, 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.
2.2 Project.
City desires to engage Consultant to render such services for the professional
transportation service for the operation, maintenance, and management of Arcadia
Transit Dial -A -Ride project ( "Project ") 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
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.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2014 to
June 30, 2016, 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. At the end of the said term, City may exercise the option to
extend the Agreement for two one -year terms.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Consultant.
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 Consultant
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
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the request of the City. The key personnel for performance of this Agreement are as
follows..
• Scott Transue — Vice President of Operations
• Michelle Gamez — Project Manager
3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his 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 designee.
3.2.6 Consultant's Representative. Consultant hereby designates Scott
Transue, Vice President of Operations, or his 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 subConsultants 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, 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.
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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
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, and employees 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 subConsultants 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 subConsultants 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 directors, officials, 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 subConsultant hired
by Consultant, are not authorized to work in the United States for Consultant or its
subConsultant and /or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subConsultant(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 subConsultant to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subConsultant has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subConsultants 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, subConsultants and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees 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:
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(A) Vehicle Liability Insurance. Throughout the term of
this Agreement, Consultant shall provide vehicle liability insurance in the amount of Ten
Million Dollars ($10,000,000) 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 Five Hundred Dollars ($500) per person
per occurrence.
(B) General Liability and Protection and Indemnity
Insurance. Consultant 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 Consultant'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, Consultant 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) per Incident, must be
stated in writing to the City and shall be the sole responsibility of the Consultant.
(D) Workers' Compensation and Employer's Liability_
Insurance. Consultant 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 amount 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 Consultant 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 Consultant's name or as an agent of the
Consultant and shall be compensated by the Consultant 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. Consultant 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. The City, its directors, officials,
officers, and employees shall be named as additional insured under all insurance
coverage, except Workers' Compensation, required by this Contract. An additional
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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 directors, officials, officers, and employees are to
be covered as insured as respects; liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of the Consultant;
premises owned, occupied or used by the Consultant; or automobiles owned, leased
hired or borrowed by the Consultant. 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 Consultant'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
Consultant'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 Consultant'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.
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. Consultant 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
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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 Consultant's insurer may provide complete,
certified copies of all required insurance policies, including endorsements affecting the
coverage required by these specifications.
3.2.10.10 SubConsultants. Consultant shall include all
subConsultants as insured under its policies or shall furnish separate certificates and
endorsements for each subConsultant. All coverage for subConsultants shall be
subject to all of the requirements stated herein.
3.2.10.11 Professional Liability. Consultant shall procure and
maintain, and require its sub - Consultants to procure and maintain, for a period of three
(3) 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 One
Million Dollars ($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 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, and employees shall be
covered as additional insured with respect to the Work or 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, 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, 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.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees 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, 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.
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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, and employees for losses paid under the terms of the insurance policy
that 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 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.
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.
3.2.10.15 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in
California, and satisfactory to the City.
3.2.10.16 Verification of Coverage. Consultant 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.
3.2.10.17 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
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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
subConsultants, 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.
3.2.10.18 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 FIVE
MILLION THREE HUNDRED NINETY SIX THOUSAND NINE HUNDRED FORTY
FOUR DOLLARS ($5,396,944) 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
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
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3.4 Accounting Records.
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 General Provisions.
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.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
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:
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Consultant: Southland Transit, Inc.
3650 Rockwell Avenue
El Monte, CA. 91731
Attn: Scott Transue
Vice President of Operations
City: City of Arcadia
240 West Huntington Drive
Arcadia, CA 91007
Attn: Jason Kruckeberg
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.
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 subConsultants to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subConsultant 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. Except as otherwise required by
California law, 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
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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 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, and employees 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
Consultants 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, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, 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 the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, 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, and employees, 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.
Revised 04/13
12
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 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 attorneys' fees and all other costs of such
action.
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 Consultants. City reserves right to
employ other Consultants 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. 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.
3.5.13 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 Consultant include all
personnel, employees, agents, and subConsultants of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees 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.
Revised 04/13
13
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. 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.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subConsultant,
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.
3.5.20 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.
3.5.21 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.
Revised 0413
14
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
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.
CITY OF ARCADIA SOUTHLAND TRANSIT, INC.
y ' By_
Dominic Lazzaretto Signature
City Manager 1
Date: `�• n,e 'L`S 201 y (� 7 kci -S1,e V �� (00
Print Name and Title
ATTEST: Date: 6
By ML 0 i erk igna re
APPROVED AS TO FORM: K rQ
Print Name and Title
R 6to�t"_ Date: LUZ)
Step eh n P. Deitsch
City Attorney CONCUR:
aeon Kruckeberg
Assistant City Manager /Dev opment
Services Director
Revised 04/13
15
EXHIBIT "A"
SCOPE OF SERVICES
The Consultant shall provide the services listed below as part of this Agreement:
SECTION 1- CITY DUTIES AND RESPONSIBILITIES
CITY shall accept the following responsibilities and perform the following duties with
respect to Arcadia Transit. To the extent reasonable and feasible, CONSULTANT shall
assist CITY in this regard.
1.1 System Planning and Administration
CITY shall be responsible for all activities relative to Arcadia Transit routes, schedules,
days and hours of operations, stop locations, street furnishings, preparation of planning
documents, budgets, grant applications and related documentation, and other such
activities to overall system administration.
1.2 Advertising and Promotion
CITY shall prepare, place, schedule, and pay for all advertising and promotional
materials designed to inform Arcadia Transit operations and to promote ridership.
1.3 Vehicles and Equipment
CITY shall provide to CONSULTANT the vehicles and equipment set forth in TABLE 1,
entitled "Arcadia Transit Vehicles ". These vehicles and their associated equipment shall
be used only for activity directly related to the transit system covered by this
AGREEMENT unless otherwise authorized, in writing, by CITY.
CITY shall register each vehicle to show its name as registered owner and the true
name of the legal owner thereof. CITY shall provide a valid copy of each vehicle
registration to CONSULTANT.
1.4 FUEL
CITY will reimburse CONSULTANT for fuel supplied by CONSULTANT utilizing a
dispensing system, approved by CITY, which accurately records all fueling purchases to
allow CITY to reconcile all fuel transactions by date and vehicle number. The CITY
expressly reserves the right in its sole discretion to establish fueling procedures as
determined by CITY to be in CITY's best interest. CONSULTANT and all of its
employees shall adhere to any and all operating, administrative, and accounting
procedures required by CITY in connection with all fueling operations.
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1.5 Schedules, Passes, Tickets,
CITY shall prepare, print, and provide to CONSULTANT all schedules, passes, tickets,
and like materials required by Arcadia Transit operations. CONSULTANT shall
distribute and disseminate such materials in accordance with the provisions of the
AGREEMENT and any directions supplemental thereto provided by CITY.
TABLE 1: ARCADIA TRANSIT VEHICLES
Fleet
No.
Make/Model
Model
Year
Pass
Cap
Vehicle I.D. Number
(VIN)
License
Number
City
Asset #
Mileage
as of
4/30/2014
Condition
30
Ford - E1 Dorado
2009
18
1FDFE45S99DA43038
1329339
80256
94,406
Good
31
Ford - E1 Dorado
2009
18
1FDFE45S09DA43039
1329340
80257
93,937
Good
32
Ford - E1 Dorado
2009
18
IFDFE45S79DA43040
1329341
80255
85,077
Good
33
Ford - E1 Dorado
2009
18
1FDFE45S79DA47198
1329342
80254
77,382
Good
34
Ford - El Dorado
2009
18
1FDFE45S99DA47199
1329343
80262
83,643
Good
35
Ford - El Dorado
2009
18
1FDFE45S 19DA47200
1329344
80261
86,693
Good
36
Ford - El Dorado
2009
18
IFDFE45S39DA47201
1329345
80260
74,081
Good
37
Ford - El Dorado
2009
18
IFDFE45S79DA50960
1329346
80259
82,852
Good
38
Ford - Elkhart Coach
2012
20
1FDFE4FS7CDB30412
1381192
80313
24,198
Good
39
Ford - Elkhart Coach
2012
20
1FDFE4FS3CDB30410
1381191
80311
26,109
Good
40
Ford - Elkhart Coach
2012
20
IFDFE4FS6CDB30417
1381190
80317
23,187
Good
41
Ford - Elkhart Coach
2012
20
1FDFE4FS2CDB30415
1391914
80318
21,724
Good
42
Ford - Elkhart Coach
2012
20
1FDFE4FS5CDB30408
1381189
80309
23,975
Good
43
Ford - Elkhart Coach
2012
20
1FDFE4FS7CDB30409
1381188
80310
28,323
Good
44
Ford - Elkhart Coach
2012
20
1FDFE4FS5CDB30411
1381187
80312
24,107
Good
45
Ford - Elkhart Coach
2012
20
IFDFE4FS9CDB30413
1381186
80314
21,899
Good
46
Ford - Elkhart Coach
2012
20
1FDFE4FS4CDB30416
1381193
80316
20,177
Good
47
Ford - Elkhart Coach
2012
20
1FDFE4FSOCDB30414
1381185
1 80315
25,233
Good
1.6 Radio Communication System
Arcadia Transit Vehicles are equipped with radio communications. This system is
provided solely for the use of Arcadia Transit. CONSULTANT shall comply with all
applicable federal statutes and regulations in connection with such use.
1.7 Farebox System
CITY will provide the farebox equipment with the vehicles. CONSULTANT shall be
responsible for the maintenance of all farebox equipment. In addition, CONSULTANT
shall record all fares collected and monthly provide proof of deposit to CITY.
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1.8 Street Furnishings
CITY shall be responsible for the purchasing and maintenance of all transit related
street furnishings within the CITY limits. CONSULTANT and its employees shall
cooperate with CITY by advising CITY of any such irregular conditions to street
furnishings observed during Arcadia Transit operations.
SECTION 2 — CONSULTANT DUTIES AND RESPONSIBILITIES - OPERATIONS
Consultant shall perform the duties and accept the responsibilities set forth below in
connection with its operation of Arcadia Transit. The omission of a duty or responsibility
herein below shall not relieve CONSULTANT of its obligation to perform such duty or
accept such responsibility, so long as it is usual, customary, and generally accepted
within the public transportation industry as being an integral element of operating a Dial -
A -Ride public transportation system of a kind and character such as Arcadia Transit.
2.1 Operations: General
CONSULTANT shall provide the necessary management, technical, and operating
services for the operation of Arcadia Transit services as specified by CITY.
CONSULTANT shall assist and cooperate with CITY in meeting the objectives of
providing quality transportation services. CONSULTANT shall establish and maintain
close liaison activities, coordination, and cooperation with CITY on matters relating to
operations, monitoring, reporting and service performance measurements.
All facilities, equipment and services required in the operation and management of
Arcadia Transit shall be furnished by CONSULTANT unless CITY specifically identifies
an element of equipment or aspect of service to be its responsibility.
2.2 Operations: Dial -A -Ride
Dial -A -Ride service shall be operated in strict accordance with the operating days and
hours set forth in the current "Arcadia Transit Policy and Procedure," or any revisions
thereto, and shall respond to telephone requests for service within the Arcadia Transit
service area illustrated in the Service Guide or any revisions thereto.
CONSULTANT is authorized to have as many as sixteen (16) vehicles in Dial -A -Ride
service at a given time depending on fluctuations in the demand for service. However,
in no event will the total annual service hours billed to the CITY exceed 27,500 in FY
2014 -15 and 30,000 thereafter, without prior written authorization by the CITY
Transportation Services Manager.
2.3 Special Services
In addition to regular Arcadia Transit operations, CONSULTANT may from time to time
upon receiving specific written authorization by CITY, provide special transportation
services within the Los Angeles Urbanized Area using Arcadia Transit vehicles,
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provided that such special services are determined by CITY to be in the public interest,
do not interfere with regular Arcadia Transit operations, and are in compliance with
applicable federal and state statutes. CONSULTANT shall be entitled to compensation
beyond the established maximum obligation for such services at the normal rate per
vehicle service hour specified in the AGREEMENT.
2.4 Service Standards
CONSULTANT shall strive at all times to provide service in a manner that will maximize
productivity and, at the same time, maximize customer service. Recognizing that the
goals of productivity and customer service levels may conflict, the following standards
are intended to be reasonably attainable by CONSULTANT, fair to the customer, and
consistent with CITY expectations. At the option of the CITY, CITY may enforce the
penalties indicated for substandard performance. Failure to enforce any penalty for any
such substandard performance shall not serve to invalidate said criteria nor preclude
future enforcement of that penalty. CITY agrees that penalty for Productivity [ #1] will not
be enforced for the first 90 days of this Agreement.
CONSULTANT and CITY shall periodically meet to evaluate performance of the system
based upon these standards. If the standards are not fulfilling their intended purpose,
they shall be adjusted based upon recommendations made by CONSULTANT with
concurrence and final decision by CITY. Should it be found that CONSULTANT's
performance has contributed to CONSULTANT's failure to achieve these standards,
CONSULTANT shall take all reasonable actions requested by CITY to correct
deficiencies in performance. Should deficiencies persist, CITY may take whatever
additional action is necessitated by the circumstances and provided for in the
AGREEMENT of which this Scope of Services is a part.
Arcadia Transit Service Standards
Performance Criteria
Standard
Penalty
1. Service Productivity
Annual Average of 4.8
Reduction of compensation
Passenger Trips per
by $1.00 per VSH for each
Vehicle Service Hour
0.1 VSH of the month in
which performance is below
the standard.
2. On -Time Performance
98% or better
$100 for each month that
performance is less than
standard.
3. Wait Time for Immediate
50% of requests to be
$100 for each month that
Response
fulfilled within 30 minutes;
performance is less than
100% of requests to be
standard.
fulfilled within 60 minutes.
3. Failure to Wait
Minimum of 90 seconds
$100 per incident of failing
after on -time vehicle arrival
to wait at least 90 seconds.
4. Missed Trip
Arrival at pick -up location
$50 per incident
more than 60 minutes late
or not at all
5. Vehicle Cleanliness
As defined in SOW
$100 per incident
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6. Vehicle Maintenance
As defined in SOW
$100 per incident
7. Complaints
More than 5 legitimate
$100 for each month that
complaints in a calendar
performance is less than
month
standard.
8. Driver Uniform
As defined in SOW
$50 per incident
9. GPPV Certificates
100% of drivers and
$100 per incident of driver
vehicles to have valid
or vehicle in service without
GPPV certificates
proper GPPV certificate.
10. Report Submission
State and Federal as well
$100 for each month that
as City's required reporting
reporting is submitted late
or incomplete.
2.5 Operations Management
CONSULTANT shall provide operations management at a level and capability sufficient
to oversee its functions and employees.
CONSULTANT shall designate and provide the services of a full -time Project Manager,
subject to the approval of the CITY, who shall provide overall management and
supervision of Arcadia Transit operations under the terms of this AGREEMENT. The
Project Manager must have a minimum of five years experience in public transportation
operations and at least three years supervisory experience. A bachelor's degree in a
transportation or related field is preferred but not required.
The Project Manager shall work cooperatively with CITY's Transportation Services
Manager in matters relating to service quality, providing operational and other data as
described in this Scope of Services, responding to comments from Arcadia Transit and
the general public, and responding to specific requests for other assistance as the need
arises.
CONSULTANT shall assure CITY that the Project Manager designated for this project
will not be replaced without the written consent of CITY. Should the services of the
Project Manager become unavailable to CONSULTANT, the resume and qualifications
of the proposed replacement shall be submitted to CITY for approval as soon as
possible, but in no event later than five (5) working days prior to the departure of the
incumbent Project Manager, unless CONSULTANT is not provided with such notice by
the departing employee. CITY shall respond to CONSULTANT concerning acceptance
of the candidate for replacement Project Manager. Should the position of Project
Manager remain unfilled for a period of thirty (30) days or more, the CITY may deduct
the Project Manager's compensation from CONSULTANT's payments.
The CONSULTANT shall further designate one or more Operations Supervisor(s) to
assist the Project Manager in carrying out all activities relative to Arcadia Transit
operations.
The office of the Project Manager will be physically located at Arcadia Transit's
operations facility in Arcadia or another mutually agreed upon location. The Project
Manager will be expected to remain at the facility or otherwise within the Arcadia Transit
A -5
service area as appropriate to the maximum extent possible. At all times, the Project
Manager or an Operations Supervisor designated to act for the Project Manager, shall
be available either by phone or in person to make decisions regarding day -to -day
Arcadia Transit operations and provide coordination as necessary, and shall be
authorized to act on behalf of CONSULTANT regarding all matters pertaining to this
Scope of Services.
2.6 Employee Selections and Supervision
CONSULTANT shall be responsible for the employment and supervision of all
employees necessary to perform Arcadia Transit operations. Such responsibilities shall
include employee recruitment, screening, selection, training, supervision, employee
relations, evaluation, retention and termination.
CONSULTANT shall use appropriate driver screening and selection criteria in order to
employ drivers. These criteria will include Department of Motor Vehicles license check
and physical examination sufficient to meet all applicable requirements for Arcadia
Transit vehicle operations.
CONSULTANT shall develop, implement, and maintain an employee substance
abuse /alcohol abuse - testing program, subject to CITY approval, for all employees in
safety- sensitive positions including personnel engaged in the operation, and control of
Arcadia Transit vehicles and equipment. Such program will meet all applicable federal
requirements promulgated to implement the Omnibus Transportation Employee Test
Act of 1991 and related supplements and amendments.
CONSULTANT shall make all reasonable efforts to ensure that employees having
contact with the public in the course of their duties are of good moral character. Any
such employee who is convicted of a felony or a crime involving moral turpitude before
or during the time of his /her employment shall not be permitted to continue to hold a
position of employment involving contact with the general public.
CONSULTANT shall be responsible to recruit a sufficient number of multi - lingual
employees and /or to provide multi - language assistance to the public to ensure that the
Limited English Proficiency Compliance requirement under Title VI of the Civil Rights
Act of 1964 is met.
CONSULTANT shall at all times comply with applicable state and federal employment
laws, including section 1735 of the California Labor Code and Title VI of the Civil Rights
Act of 1964, as amended.
Nothing in this section shall be construed by either CONSULTANT or CITY to be in
conflict with the language and intent of Article 4, Independent CONSULTANT, of the
AGREEMENT.
A-6
2.7 Training of Drivers and Operations Personnel
CONSULTANT shall develop, implement, and maintain a formal training and retraining
program that shall be subject to review and approval by CITY.
An outline of the training program, including periodic updates, shall be submitted to
CITY within 60 days of the AGREEMENT execution and shall be on file in the office of
the CITY's Transportation Services Manager. All drivers, dispatchers, telephone
information personnel, and supervisors shall participate in the program.
CONSULTANT shall implement and maintain a specific training and retraining program
for all drivers. The program must provide a fixed minimum number of hours of training
for new employees, including classroom instruction, behind the wheel training under
supervision of a certified instructor, and in- service training. The program shall include,
but not be limited to, instruction covering applicable laws and regulations and defensive
driving practices, Arcadia Transit operating policies and procedure, employee work
rules, vehicle safety inspection, equipment care and maintenance, customer relations
and passenger conduct. Drivers shall be trained to operate all vehicle types, wheelchair
lifts and lock systems, and other equipment that may be expected to be used in the
Arcadia Transit Dial -A -Ride services.
All drivers shall be certified as having completed CONSULTANT's formal training
course for new drivers as approved by CITY, and be licensed with a valid California
Class B operator's license with appropriate certification (s) and medical card. All drivers
of demand response (Dial -A -Ride) vehicles shall possess a California General Public
Paratransit Vehicle Certificate (CGPP). Drivers shall meet all applicable requirements
as established by the California Highway Patrol (CHP).
CONSULTANT shall prepare and furnish to CITY for approval prior to initiation of
service an Employee Handbook. The Employee Handbook will be provided to all
drivers, dispatchers, telephone operators, and supervisors and shall include, at a
minimum, the following subject areas: driver's rules; accident/incident policies; radio
policies and procedures; farebox policies and procedures; fog and inclement weather
policy; vehicle inspection, care and maintenance policy and procedures, reporting
procedures and pertinent sample forms; federal mandated Drug and Alcohol /Drug Free
Work Place Policies.
CONSULTANT shall prepare and furnish to CITY for approval prior to initiation of
service a Customer Service and Sensitivity Training Program. Dispatchers, telephone
operators, supervisors, and any other personnel who may from time to time be assigned
to provide telephone information on the Dial -A -Ride telephone reservation lines shall be
trained and annually re- trained in customer relation skills, telephone manners,
accident/incident procedures, fares, Dial -A -Ride reservation procedures, Access
Services information numbers, and operating policies. Operations control personnel
assigned to Dial -A -Ride trip scheduling and vehicle dispatching duties shall have a
detailed knowledge of applicable procedures and professional techniques.
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2.8 Driver's Responsibilities
Drivers will, when requested by CITY, hand out notices to passengers or otherwise
render assistance in CITY's customer relations, promotion, monitoring, and supervisory
functions.
Drivers will be required to honor special passes; collect, cancel and /or validate passes
and tickets as determined by CITY. Drivers will verify cash fares deposited in farebox,
but will not handle money. Drivers will record ridership information in accordance with
National Transit Data (NTD) reporting procedures.
Drivers shall have available at all times during operation of any vehicle an accurate time
piece set each day to conform to the Pacific Bell telephone system time.
2.9 Uniforms
Drivers and other operating staff shall be in uniform at all times while in service or
otherwise on duty. CONSULTANT shall provide driver uniforms to its employees. The
design, type, and logo of the uniforms shall be subject to CITY'S approval, and must be
unique to Arcadia Transit. Uniforms cannot be generic to CONSULTANT's company.
Drivers shall be required to maintain a neat and clean appearance at all times while on
duty.
CONSULTANT employees shall not transact other than incidental personal business
while in uniforms identifying them as Arcadia Transit staff and shall not purchase,
possess or consume intoxicating beverages while in uniform.
2.10 Safety and Security Program
CONSULTANT shall assume full responsibility for assuring that the safety of
passengers, operations personnel, and CITY's vehicles and equipment are maintained
at the highest possible level throughout the term of this AGREEMENT. CONSULTANT
shall comply with all applicable FTA, CHP and OSHA requirements.
CONSULTANT shall develop, implement, and maintain in full compliance with California
Law (SB 198) a formal safety illness and injury prevention program including periodic
safety meetings, participation in safety organizations, safety incentives offered by
CONSULTANT to drivers and other employees, and participation in risk management
activities under the auspices of CONSULTANT's insurance carrier or other organization.
CONSULTANT shall provide a copy of said Safety Program, including evidence of
compliance with SB -198, and subsequent program update as well as safety meeting
notice /minutes and safety communications to CITY.
CONSULTANT shall participate in the State of California Department of Motor Vehicles
"Employer Pull Program" for appropriate monitoring of employer driver license activity.
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CONSULTANT will require all drivers, control room personnel, vehicle maintenance
mechanics, and supervisors to participate in the safety program.
CONSULTANT shall develop, implement and maintain Security and Emergency
Management Program in accordance with the State and Federal provisions.
CONSULTANT shall provide a copy of said Security and Emergency Management
Program prior to initiation of service, and provide program updates to CITY
subsequently.
2.11 Road Supervision
CONSULTANT shall provide road supervision as necessary to monitor drivers and
vehicles and assist drivers in revenue service.
2.12 Accident, Incident, and Complaint Procedures
Prior to initiating services under this agreement, CONSULTANT shall develop,
implement and maintain formal procedures, subject to CITY review and approval, for
response to accidents, incidents, service interruptions, and complaints. Such
occurrences to be addressed include, but are not limited to: vehicle accidents,
passenger injuries, passenger disturbances, in- service vehicle failures, lift failures of
vehicles in service, and Dial -A -Ride vehicles operating more than thirty (30) minutes
behind promised schedule. All traffic accidents involving transit system vehicles,
irrespective of injury, shall be reported to the Arcadia Police Department or Highway
Patrol, as appropriate. CONSULTANT will advise such agency of the accident and
request a police unit to investigate the accident.
The CITY Transportation Services Manager shall be notified in writing by
CONSULTANT of all accidents and incidents resulting in loss or damage to CITY
property or involving minors within 24 hours. In cases involving injury, CONSULTANT
shall notify CITY Transportation Services Manager. In the event City Transportation
Services Manager is not available, CONSULTANT shall notify CITY Development
Services Director immediately upon receipt by CONSULTANT of such information.
2.13 Vehicle Scheduling and Dispatching
CONSULTANT shall utilize a systematic, computer- assisted method to schedule and
transport passengers using Dial -A -Ride vehicles. The method should be capable of
accommodating both advanced reservations and requests for immediate service and of
integrating all demand for service into efficient vehicle tours that maximize productivity
and assure service quality to levels prescribed in this Scope of Services.
CONSULTANT shall provide an adequate fixed number of persons to staff the Dial -A-
Ride scheduling and system vehicle dispatching functions. These persons shall also be
responsible for maintaining radio control with all vehicles in service and for maintaining
the daily dispatch log to be proposed by CONSULTANT.
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2.14 Operations and Maintenance Facility
CONSULTANT shall be responsible for securing, establishing and maintaining a facility
for the operation, maintenance and administration of Arcadia Transit. With the approval
of the CITY, such facility may be shared with operation of similar services for another
client agency.
At a minimum any Arcadia Transit operations and maintenance facility shall have the
following:
• A location that is located within the City of Arcadia or no more than three (3) miles
outside the city limits or which has been agreed to in writing by CITY.
• An enclosed workspace sufficient to allow maintenance personnel to service at least
three (3) 25' Dial -A -Ride vehicles and be protected from the weather.
• A paved shop floor capable of withstanding the weight of the Arcadia Transit
vehicles.
• Adequate area to clean the vehicles in accordance with the AGREEMENT.
• Adequate secured storage area for tools, equipment and parts.
• A security- fenced, paved and lighted area for overnight vehicle parking with
adequate space for all vehicles.
• Adequate appropriately equipped space for administrative personnel, dispatching
and information staff, driver lounge or ready room, and training /safety meetings.
• A furnished control room, including maps, cue boards, time clock, adequate desks,
tables, chairs, and other equipment as may be appropriate.
2.15 Telephone Reservation and Information System
CONSULTANT shall provide telephone equipment and all telephone information and
dispatch personnel necessary to effectively respond to incoming calls at a quality and
level consistent with Arcadia Transit patron demand, and in strict accordance with the
operating days and hours set forth in the "Service Guide" attached hereto, or any
revisions thereto.
CONSULTANT shall make special efforts to respond to telephone service and
information requests from deaf or non - English speaking patrons of Arcadia Transit.
CONSULTANT will provide TDD equipment for communications with deaf patrons, and
will provide bilingual telephone information personnel or assistance for at least eight
hours per operating day. An answering machine shall be available for recording trip
requests for the Dial -A -Ride service when the administrative and dispatch offices are
closed.
CONSULTANT will provide its own telephone system using the current Arcadia Transit
reservations number of (626) 445 -2211 and a TTD number of (626) 445 -2522. Upon
termination of the AGREEMENT of which this Scope of Services is a part, CITY
reserves the rights to the Arcadia Transit telephone numbers as indicated above herein,
and CONSULTANT agrees to transfer of said telephone numbers.
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CONSULTANT will be required to provide an Automatic Call Sequencer unit which will
answer all service request calls, hold the calls in a queue if they cannot be immediately
answered by a reservation agent or scheduler, and cause the calls in queue to be
answered in the order in which they were received. The Sequencer unit shall capture
and allow for the reporting of data on telephone system performance, including, but not
limited to: total calls received; total of abandoned calls; average time on hold; and
maximum time on hold, which shall be reported monthly to City.
2.16 Fares and Fare Collection
CITY shall establish all fares of any kind or character to be paid by Arcadia Transit
patrons. CONSULTANT shall ensure that each patron pays the appropriate fare prior to
being provided transportation service. All cash fares will be paid by patrons in the exact
amount due for their appropriate fare classification and shall be deposited by patrons in
fareboxes provided by CITY with each vehicle. CONSULTANT will collect or otherwise
process in the manner directed by CITY all non -cash fares (transfers, passes and like).
All fares collected are the sole property of CITY.
CONSULTANT shall, in accordance with a procedure specified by CITY, account for
revenues collected on Dial -A -Ride vehicles and deposit such revenues on an
acceptable basis into a local bank account approved by CITY for that purpose. CITY
reserves the right to audit fare revenue collection and accounting at reasonable times
without prior notification to CONSULTANT.
2.17 Ticket Sales
CITY may elect to sell or provide tickets to Arcadia Transit patrons. CONSULTANT
shall collect, record, and deposit ticket sales according to instructions of the CITY.
2.18 Books, Records, and Reports
CONSULTANT shall maintain all books, records, documents, accounting ledgers, and
similar materials relating to work performed for CITY under this AGREEMENT on file for
at least three (3) years following the date of final payment to the CONSULTANT by
CITY. Any duly authorized representative(s) of CITY shall have access to such records
for the purpose of inspection, audit, and copying at reasonable times, during
CONSULTANT's usual and customary business hours. CONSULTANT shall provide
proper facilities to CITY representative(s) and CITY shall be permitted to observe and
inspect any or all of CONSULTANT's facilities and activities during CONSULTANT's
usual and customary business hours for the purposes of evaluating and judging the
nature and extent of CONSULTANT's compliance with the provisions of this
AGREEMENT. In such instances, CITY's representative(s) shall not interfere with or
disrupt such activities.
CONSULTANT shall collect, record, and report to the CITY on a quarterly basis all
accounting data for the Arcadia Transit operation in accordance with Level C of the
Uniform Financial and Reporting Elements (FARE) as required under National Transit
Database (formerly Section 15) of the Federal Transit Act, and Section 99243 of the
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California Publics Utilities Code, as each of the foregoing are now in force or may
hereafter be amended. All worksheets and detail information used to prepare these
reports shall be available to CITY within one month after the close of the applicable
quarter.
CONSULTANT shall collect, record, and report on a monthly basis all operational data
required by CITY in a format approved by CITY. Such data shall include, but is not
limited to: statistics required under the National Transit Database (NTD) of the Federal
Transit Act, as amended; passenger count data by fare category, vehicles hours,
vehicle miles, vehicle revenue hours, vehicle revenue miles, passengers per hour,
wheelchair boarding and Dial -A -Ride passenger no -shows and cancellations.
CONSULTANT shall provide passenger mile sampling data in accordance with a
method approved by the FTA for NTD purposes.
Information concerning vehicle activity shall be collected daily on the Dial -A -Ride
driver's log, route drivers report, dispatch log, and /or other forms as developed by
CONSULTANT and approved by CITY, and shall be summarized daily on the
Operations Summary.
The operations data shall be collected and compiled daily, weekly, monthly, quarterly,
and annually; and shall provide reports according to the individual routes, modes and
total system. Individual totals shall be provided for peak -hour services, Bus System
Improvement Plan (BSIP) services, weekdays, Saturdays and Sundays.
Daily logs, reports, and summaries shall be available for CITY review at the operations
facility by 3:00 PM of the next business day following data collection. Farebox
revenue /actual cash count reconciliation reports shall be available for CITY review by
10:00 a.m. of the next business day following data collection. Monthly reports shall be
forwarded to CITY no later than the 10th of the following month.
2.19 System Promotion
CONSULTANT shall not be responsible to undertake any advertising or promotional
activities on behalf of Arcadia Transit of any kind or character. CONSULTANT shall,
however, cooperate with CITY in any such activities initiated by CITY by making
available needed equipment, facilities, and personnel at no cost or expense to CITY.
CONSULTANT also shall dispense Arcadia Transit informational publications, respond
to patron requests for information, act as liaison and provider of information with and to
community agencies and groups, and do all other things to assist and support CITY's
advertising and public informational efforts.
2.20 System Recommendations
CONSULTANT shall continually monitor Arcadia Transit operations, facilities, and
equipment; and shall, from time to time and as warranted, advise CITY and make
recommendations to it based upon observed deficiencies and needed improvements.
CITY shall retain all authority, however, to make determinations and to take action on
such recommendations.
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2.21 Emergencies; Natural Disasters
In the event of an emergency or natural disaster, CONSULTANT shall make available,
to the maximum extent possible, Arcadia Transit vehicles and facilities to assist CITY in
ameliorating such incidents. To the extent CITY requires CONSULTANT to provide
such emergency vehicles and facilities, CONSULTANT shall be relieved of the
obligation to fulfill the duties and responsibilities to operate Arcadia Transit hereinabove
contained.
SECTION 3: CONSULTANT DUTIES AND RESPONSIBILITIES:
MAINTENANCE
CITY's maintenance goals and objectives include extending vehicle life, reducing the
frequency of road calls, reducing safety risks, and meeting state and federal
requirements. CONSULTANT shall perform the duties and accept the responsibilities
set forth below in connection with the maintenance of Arcadia Transit vehicles and
equipment. The omission of a duty or responsibility herein below shall not relieve
CONSULTANT of its obligation to perform such duty or accept such responsibility, so
long as it usual, customary and generally accepted within the public transportation
industry as being an integral element of operating a Dial -A -Ride public transportation
system of a kind and character such as Arcadia Transit.
3.1 Maintenance — General
CONSULTANT shall perform maintenance activities in accordance with the
Maintenance Program provided to the CITY prior to the initiation of the services, which
includes CITY's maintenance goals. CONSULTANT shall update the Maintenance
Program and provide a copy to CITY whenever a mix of new vehicles or new
technology occurs. CONSULTANT shall be responsible for the maintenance of all
vehicles, communication systems, farebox system, and all other equipment, furnishings,
and accessories required in connection with its operation of Arcadia Transit in a clean,
safe, sound, and operable condition at all times, and fully in accordance with any
manufacture - recommended maintenance procedures and specifications, as well as with
the applicable requirements of any federal or state statutes or regulations.
CONSULTANT shall comply with ADA requirements by performing daily inspection and
repair of lifts and accessibility equipments, and monthly reporting deficiencies or
breakdowns as well as mitigating actions. In this regard, CONSULTANT shall provide
all labor, repairs, parts, supplies, maintenance tools and equipment, lubricants,
solvents, service facilities and such other components, and services which may be
required to fulfill its maintenance responsibilities, at CONSULTANT's sole cost and
expense.
3.2 Vehicles and Equipment
Upon commencement of this AGREEMENT, CITY will deliver CITY -owned vehicles and
equipment as identified in TABLE 1, Arcadia Transit Vehicles, to CONSULTANT at an
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agreed upon location ready for use, fully equipped with no deferred maintenance or
damage. The Turnover Procedure outlined herein below shall be followed during this
turnover period.
In the event that CITY provides CONSULTANT with additional vehicles and /or
equipment at future times, TABLE 1 shall be amended in the manner provided
hereinabove for amendments to this AGREEMENT and CONSULTANT shall
acknowledge receipt of such additional items upon their delivery to and acceptance by
CONSULTANT.
CONSULTANT shall, at its sole expense, repair and replace any CITY -owned
equipment that may be damaged or lost by reason of collision, negligence, abuse,
vandalism, or other like cause. However, in no event shall CONSULTANT's liability
exceed actual cash value of vehicle(s) and equipment so damaged.
Upon termination of the AGREEMENT, CONSULTANT shall return all CITY -owned
vehicles and equipment to CITY's Maintenance Service Yard for use, with no deferred
maintenance or damage. The Turnover Procedure outlined herein below shall be
followed during this turnover period. In the event that CONSULTANT returns Arcadia
Transit vehicle(s) and /or equipment to CITY with deferred maintenance or damage,
CITY shall determine the cost to correct such deficiency(s) and CITY may, at its
discretion, use withheld funds from CONSULTANT's final payment. CITY may, at its
discretion, use withheld funds to correct and resolve deferred maintenance and damage
as necessary to bring fleet into compliance with acceptable standards for turnover.
3.3 Maintenance and Operations Facility
CONSULTANT shall establish and maintain an operations and maintenance facility as
detailed in Section 3.14 herein. In addition to those requirements, said facility shall, at a
minimum, provide the following requirements to support the maintenance of Arcadia
Transit vehicles:
• Maintenance pit or lifts so maintenance personnel can service and inspect the
undercarriage of the vehicles.
• A compressed air supply
• Tire changing equipment
• Battery maintenance equipment
• Lubrication equipment
• Engine diagnostic equipment
• All tools and equipment necessary to perform periodic repairs and the
preventive maintenance activities for gasoline powered vehicles.
• All tools and equipment necessary to perform periodic service and
adjustments and make mechanical repairs.
• Facilities and equipment necessary to clean the vehicles and equipment in
accordance with the specifications.
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3.4 Maintenance Management and Personnel
3.4.1 Maintenance Management
CONSULTANT shall designate and provide the services of a qualified
Maintenance Manager, subject to the approval of CITY. This individual may be
the lead mechanic and shall be assigned to Arcadia Transit maintenance
operations on an acceptable fleet to mechanic ratio.
The Maintenance Manager shall provide proactive resource management
including but are not limited to: preventive maintenance scheduling and
supervision, repair supervision, technical training, and such other activities as
may be necessary to ensure the performance of CONSULTANT maintenance
duties and responsibilities.
The Maintenance Manager shall have a minimum of three years experience
managing the maintenance functions of a Dial -A -Ride shop similar in size and
complexity to the services herein described.
The Maintenance Manager shall have a minimum of five years journeyman level
experience with gasoline engines, air conditioning systems, wheelchair lifts, and
farebox systems. This experience shall include work on Dial -A -Ride type
gasoline vehicles.
The Maintenance Manager shall have experience supervising the work of other
Maintenance Personnel.
Should the services of the Maintenance Manager become unavailable to
CONSULTANT, the resume and qualifications of the proposed replacement shall
be submitted to CITY for approval as soon as possible, but in no event later than
five (5) working days prior to the departure of then incumbent Maintenance
Manager, unless CONSULTANT is not provided with such notice by the
departing employee. CITY shall respond to CONSULTANT within three (3)
working days following receipt of these qualifications concerning acceptance of
the candidate for replacement Maintenance Manager.
3.4.2 Maintenance Personnel- General
Maintenance personnel assigned to work on CITY -owned vehicles and
equipment shall have thorough knowledge of:
• Engines, transmissions, and related mechanical equipment.
• Methods and procedures used in servicing mechanical equipment.
• Vehicle chassis and bodies.
• Tools, precision, instruments, equipment, and procedures used in general
repair and maintenance of vehicle equipment.
• Decimals, fractions, and specifications related to vehicle mechanics.
• Specialized areas such as painting, upholstering, brakes, air conditioning,
wheelchair lifts, fareboxes and electronics.
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3.4.3 Maintenance Personnel Skills
Maintenance Personnel shall have the following skills:
• Conduct preventive maintenance inspections and complete associated
paperwork.
• Inspect vehicle engines, transmissions,
electric parts and components.
• Diagnose vehicle engine, transmission;
system problems.
• Repair vehicle engines, transmissions,
electronic parts and components.
3.5 Environmental Compliance
For the purposes of this Section:
and other mechanical, electric, and
electrical and electric component
and other mechanical, electric, and
"Applicable Environmental Laws" means any and all laws
concerning the protection of human health and the environment
which include, but will not be limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, 42
U.S.C. §§ 9601 et sec..; the Resource Conservation and Recovery
Act, 42 U.S.C. §§ 6901, et seg.', the Federal Water Pollution
Control Act, 33 U.S.C. § §1251 et seq.; the Clean Air Act, 42
U.S.C. §§ 7401 et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C. §§ 1471 et seq.; the Toxic Substances Control Act,
15 U.S.C. §§ 2601 through 2629; and the Safe Drinking Water Act,
42 U.S.C. §§ 300f through 300j; as they have been or will be
amended from time to time, and the regulations implementing such
statutes; and any similar state, county, municipal or other local
laws and ordinances concerning the protection of human health
and the environment and the regulations implementing such
statutes.
"Hazardous Substance(s)" means any substance, material,
chemical or waste that is or will be listed or defined as hazardous,
toxic or dangerous under any Applicable Environmental Law, or
any petroleum products, or any substance, material, chemical or
waste which is or may become, directly or indirectly, by chemical
reaction or otherwise, hazardous, toxic or dangerous to life, health,
property or the environment by reason of toxicity, flammability,
explosiveness, corrosivity or any other reasons.
In performing its maintenance obligations under this AGREEMENT, Consultant shall be
responsible for the proper storage, handling, use, transportation and disposal of all
Hazardous Substances in accordance with Applicable Environmental Laws, including
without limitation, all lubricants, solvents, motor oil and other petroleum products.
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CONSULTANT shall only dispose of such materials at facilities which are permitted or
licensed in accordance with Applicable Environmental Laws. Furthermore, in the event
that CONSULTANT engages the services of a disposal company for the transportation
and disposal of any Hazardous Substances, CONSULTANT shall ensure that such
company is properly licensed and that it transports and disposes of Hazardous
Substances in accordance with the terms of this AGREEMENT. CONSULTANT shall
maintain procedures for its employees and any subConsultants who handle Hazardous
Substances and shall retain records regarding compliance with the responsibilities
contained herein.
3.6 Maintenance Technical Training
CONSULTANT shall provide technical training of maintenance personnel necessary to
insure a consistent level of current, thorough knowledge in the maintenance and repair
of the several types of vehicles and equipment used in Dial -A -Ride service, including air
conditioning systems, wheelchair lifts, and other ancillary equipment.
3.7 Preventive Maintenance
CONSULTANT shall document and submit a proactive, preventive maintenance
program for review and approval by CITY prior to the effective date of this
AGREEMENT. As a minimum, CONSULTANT's preventive maintenance program shall
adhere to the preventive maintenance schedules and standards of the industry, and
shall be sufficient so as not to invalidate or lessen warranty coverage of any Arcadia
Transit vehicle or associated equipment. Adherence to preventive maintenance
schedules shall not be regarded as reasonable cause to defer maintenance in specific
instances where CONSULTANT'S employees observe that maintenance is needed in
advance of scheduled maintenance.
CONSULTANT shall not defer maintenance for reasons of shortage of maintenance
staff or operable vehicles, nor shall service be curtailed for the purpose of performing
maintenance without prior written consent of CITY. Preventive maintenance and
running repairs shall receive first priority in the use of CONSULTANT's maintenance
resources. CONSULTANT shall adjust the work schedules of its employees as
necessary to meet all scheduled services and complete preventive maintenance
activities according to the schedule mandated by the federal and state.
3.8 "Late" and "Missed" Preventive Maintenance Inspections
CONSULTANT shall maintain stated intervals between inspections and between "Like"
inspections. Should the CONSULTANT'S PMI schedule consist of a 3k inspection, 6k
inspection, 12k inspection and 24k inspection, then the distance between one 6k and
the next consecutive 6k constitutes the distance between "Like" inspections.
Any PMI inspection completed more than 500 miles past PMI Mileage interval is
considered "Late ". Any PMI inspection completed more than 500 miles past its "Like"
PMI mileage interval is considered "Late ".
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Any PMI inspection completed more than 750 miles past PMI Mileage interval is
considered "Missed ". Any PMI inspection completed more than 750 miles past its "Like"
PMI mileage interval is considered "Missed ".
"Missed" PMI's shall result in that vehicle being "non- serviceable" and all days operated
in revenue service under such condition shall be considered non - revenue days for the
vehicle with the "Missed" PMI.
3.9 General Public Dial -A -Ride Vehicle Maintenance Schedule
In addition to the above requirements for inspection, GPPV vehicles shall meet the
requirements of sections in 13 CCR that apply only to those types of vehicle operations.
All GPPV vehicles shall be maintained in compliance with all federal and state
regulations governing their operation.
3.10 Mechanical Maintenance Program
CONSULTANT shall be responsible for the safe and efficient maintenance of all
equipment required in connection with its operation of Arcadia Transit in a clean, safe,
sound, and operable condition at all times, and fully in accord with any Original
Equipment Manufacturer (OEM) Specifications and Requirements, in strict conformity to
CONSULTANT's CITY Approved Preventive Maintenance Program, applicable
requirements of any federal or state statute, and CHP regulations and orders. CITY
equipment includes, but is not limited to, the following:
• Vehicles and equipment
• Communication systems
• Farebox equipment
• All other CITY provided equipment, furnishings, and accessories
CONSULTANT's duty and responsibility to maintain all vehicles and equipment shall not
be delegated to any other person, firm or corporation.
All parts, materials, tires, lubricants, fluids, oils and procedures used by CONSULTANT
on all Arcadia Transit vehicles and equipment shall meet or exceed OEM Specifications
and requirements. All parts installed by CONSULTANT on Arcadia Transit vehicles and
equipment shall become property of CITY.
The Maintenance Manager shall implement a proactive Quality Assurance Plan, subject
to the approval by CITY, to verify the quality of work performed.
CONSULTANT, at its sole cost and expense, shall provide all:
• Labor
• Repairs
• Parts
• Supplies
• Maintenance tools and equipment
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• Lubricants
• Maintenance
• Cleaning
• Major Components
• Component rebuilding and replacement
• Service facilities and such other components, facilities, and services that may be
required to fulfill its maintenance responsibilities pursuant to this AGREEMENT.
3.11 General Maintenance Policies
• All wheelchair lift- related equipment shall be inspected, serviced and lubricated
at intervals necessary to insure that the wheelchair lifts are fully operational
whenever the vehicle is used in revenue service.
• Brake inspections and adjustments shall be performed at intervals that insure the
safe and efficient operation of the braking system.
• All components of the vehicle bodies, appurtenances, and frames shall be
maintained in a safe, sound and undamaged condition at all times. Damage
(including body, glass, and all appurtenances) shall be repaired in a professional
manner within three weeks (21 calendar days) of occurrences.
• All mechanical, electrical, fluid, air, and /or hydraulic systems shall be maintained
in a safe and fully functional, as designed, condition at all times.
• The interior passenger compartment shall be free of exhaust fumes from the
engine, engine compartment, and exhaust system of the vehicle.
• Heating, ventilation and air conditioning (HVAC) systems shall be maintained and
used to insure that the passenger compartment temperature is comfortably
maintained under all climatic conditions at all times on all in- service hours.
CONSULTANT shall maintain the A/C systems in an operable condition
throughout the entire year.
• Seats shall be maintained in proper operating condition at all times. All rips,
tears, cuts, gum, graffiti and other damage shall be cleaned or repaired in a
professional manner immediately upon their discovery. CONSULTANT shall
replace seat covers that are worn or cannot be professionally repaired, using
materials that are identical in design and color as those materials being replaced.
• Farebox systems shall be maintained in proper operating condition at all times.
3.12 Vehicle Repair
All repairs to Arcadia Transit vehicles shall be performed by CONSULTANT or other
vendors and suppliers who are subject to prior approval by CITY. Repairs shall include,
but are not limited to, work to correct loss or damage; adjustments due to normal wear
and tear; and overhaul, rebuilding or replacement of components. Repair work shall be
conducted as soon as practicable upon learning that such work is required.
CONSULTANT shall perform repair work expeditiously in response to identification of
problems by drivers or other staff members. CONSULTANT shall assure CITY that
required repairs shall not be deferred beyond a reasonable time.
CONSULTANT shall be familiar with vehicle and equipment warranties and shall comply
with all warranty provisions in the conduct of its maintenance functions.
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3.13 Parts Inventory
CONSULTANT shall establish and maintain an ongoing parts inventory sufficient to
minimize vehicle downtime and ensure that peak vehicle requirements are met.
3.14 Tools and Equipment
All tools and equipment used for Arcadia Transit maintenance shall be provided and
maintained by CONSULTANT.
3.15 Vehicle Towing
In the event that towing of any Arcadia Transit vehicle is required due to mechanical
failure or damage, CONSULTANT shall be responsible to provide such towing at
CONSULTANT'S sole expense.
3.16 Emissions Control Programs
CONSULTANT shall perform and certify such tests of equipment required to meet CITY,
other local, State, and Federal requirements related to exhaust smoke and engine
emissions.
CONSULTANT shall be responsible to maintain any applicable California Air Resources
Board (CARB) Voluntary Compliance Program objectives subject to Arcadia Transit
operations.
CONSULTANT shall be responsible for administration of a Smog Check program for
Arcadia Transit vehicles. CONSULTANT shall be responsible for emissions testing, and
shall further be responsible to conduct repairs as required to meet emissions standards.
3.17 Daily Vehicle Servicing
CONSULTANT shall perform daily vehicle servicing to all Arcadia Transit vehicles and
equipment used in revenue service. For purposes of this AGREEMENT, daily servicing
shall include, but will not be limited to:
• Fueling
• Engine oil, coolant, water and transmission fluid check/add
• Farebox check
• Wheelchair lift check
• Brake check
• Light and Flasher check
• Interior sweeping and dusting
• Exterior and interior visual inspection
• Check all vehicle performance defects reported by drivers to identify potential
safety and reliability items requiring immediate attention.
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CONSULTANT shall develop, implement, and maintain a written checklist of items
including in the daily servicing of each vehicle. The checklist shall be utilized and kept
on file for CITY and California Highway Patrol review. This checklist requirement may
incorporate or supplement CHP required driver's pre -trip safety inspections.
3.18 Daily Driver's Inspection
13 CCR 1234 lists the records required by regulation to be kept by motor vehicle
carriers. Section 1234, 13 CCR reads, in part: (e) Daily Vehicle Inspection Reports:
Motor carriers shall require drivers to submit a documented daily vehicle inspection
report pursuant to section 1215(b). Reports shall be carefully examined, defects shall
be corrected before the vehicle is driven on the highway, and carriers shall retain such
reports for at least one month.
13 CCR 1215 (a) reads: "Prior to operation, the driver shall inspect each vehicle daily to
ascertain that it is in safe condition, it is equipped as required by all provisions of law,
and all equipment is in good working order." The requirement to perform a daily pre -trip
inspection applies to all drivers of all vehicles listed in 34500 CVC, without exception.
There is no legal provision for this task to be delegated to someone other than the
driver, such as to a mechanic who may arrive at work early to start all of the vehicles
and "check them out ".
The Drivers Daily Vehicle Inspection Report is not required to be submitted or otherwise
documented until the end of the driver's work period. This is so that any defects that
become apparent during the course of the work period can be included in the report.
This report is required whether or not any defects are found.
3.19 Vehicle Cleaning
CONSULTANT shall maintain Arcadia Transit vehicles in a clean and neat condition at
all times.
The interior of all vehicles shall be kept free of litter and debris to the maximum
practicable extent throughout the operating day. Vehicles shall be swept and dusted
daily. Interior panels, windows, and upholstery shall be cleaned of marks as necessary.
The interiors of all vehicles shall be thoroughly washed at least once per week,
including all windows, seats, floor, stanchions and grab rails. All foreign matter such as
gum, grease and dirt shall be removed from interior surfaces during the interior cleaning
process. Any damage to seat upholstery and graffiti shall be repaired /removed
immediately upon discovery. Ceilings and walls shall be thoroughly cleaned at least
once per month, or more often as necessary.
Exteriors of all Arcadia Transit vehicles shall be washed as required to maintain a clean,
inviting appearance and in no event less than once per week. Exterior washing shall
include vehicle body, all windows and wheels. Rubber or vinyl exterior components
such as tires, bumper fascia, fender skirts and door edge guards shall be cleaned and
treated with a preservative at least once per month, or as necessary to maintain an
attractive appearance.
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Vehicles shall be kept free of vermin and insects at all times. CONSULTANT shall
exterminate all vermin and insects from all vehicles immediately upon their discovery,
utilizing safe and non - hazardous materials.
3.20 Maintenance Evaluations
CONSULTANT shall allow CITY to access to CONSULTANT'S facilities and records to
monitor CONSULTANT'S maintenance performance, as CITY deems necessary. CITY
may perform regular, unannounced maintenance inspections of vehicles and equipment
maintained by CONSULTANT that are used in this project using both CITY personnel
and independent consultants to assist in determining CONSULTANT'S maintenance
performance. CITY shall be permitted to view and copy any vehicle maintenance
records, inspect vehicles and equipment, and request CONSULTANT personnel to drive
vehicles as is necessary to evaluate the condition of vehicles and equipment used in the
performance of this AGREEMENT.
3.21 Out -of- Service Designation
A vehicle shall be designated as unfit for revenue service if, upon inspection, any of the
following conditions are found:
• Brakes out of adjustment
• Loose steering components
• Wheelchair lift and related equipment not functioning properly
• Air conditioner unable to maintain a temperature 20 degrees Fahrenheit lower
than an ambient 72 degree Fahrenheit
• Heating or defrosting inoperable
• "Missed" Preventive Maintenance Inspection
• Tires with tread depth of less than 2/32"
• Failure to clean each vehicle as outlined above
• Failure to repair vehicle body damage within twenty -one days of the date
damage occurred
• Inoperable Emergency Exits /Doors/Windows
• Inoperable two -way radio
• Inoperable farebox
• Failure to achieve a satisfactory rating in any category of the annual California
Highway Patrol Safety Compliance report (CHP 343)
• Removal from road - worthy status by CHIP of any vehicle used under this
AGREEMENT
• Any condition not in compliance with ADA
• Any condition not in compliance with applicable Federal or State Regulations
Vehicles shall continue to have the Out of Service Designation until it is brought into
compliance, subject to approval by CITY.
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CONSULTANT shall not be paid for hours operated in Arcadia Transit revenue service
by vehicles that are in an Out of Service condition. CITY may, at its sole discretion,
correct any unresolved Out of Service condition, and withhold the costs related to such
correction(s) from payment to the CONSULTANT.
3.22 Maintenance Records and Reports
CONSULTANT shall prepare, maintain, make available to CITY, and reduce to written
form, records and data relative to Arcadia Transit vehicles and equipment maintenance.
Maintenance records shall be maintained on all vehicles indicating all warranty work,
preventive maintenance, and repairs performed on each vehicle. All such records and
reports shall be prepared and maintained in such a manner so as to fulfill any applicable
State or federal requirements, as well as any needs of CITY to enable it to accurately
evaluate CONSULTANT'S maintenance performance and the operating expense
associated with various vehicles and equipment.
Records of all maintenance and inspections shall be made available to CITY, the CHIP
and /or such other regulatory agencies with jurisdiction when requested. CITY maintains
the right to inspect, examine and test, at any reasonable time, any vehicles used in
performance of this AGREEMENT and any equipment used in the performance of
maintenance work in order to ensure compliance with this AGREEMENT. Such
inspection shall not relieve the CONSULTANT of the obligation to continually monitor
the condition of all vehicles and to identify and correct all substandard or unsafe
conditions immediately upon discovery.
CONSULTANT shall transport any or all vehicles and equipment to any required
inspection facilities when requested. In the event that the CONSULTANT is instructed
by CITY or any other regulatory agency to remove any equipment from service due to
mechanical reasons, CONSULTANT shall make any and all specified corrections and
repairs to the equipment and resubmit the equipment for inspection and testing before it
is again placed in service.
CONSULTANT shall prepare maintenance records and reports in a form and according
to a schedule approved by CITY. Such records and reports shall include, but not be
limited to, the following:
• Daily vehicle inspection and servicing checklist
• Work orders for all maintenance inspections, warranty repairs and other vehicle
repairs including materials, parts and labor consumed.
• Road call reports, or work order, for each road call identifying date and time, vehicle
number, problem and mileage of vehicle.
• Monthly summary to be attached to CONSULTANT'S invoice listing each vehicle,
vehicle mileage, vehicle mileage since last preventive maintenance inspection,
vehicle fuel and lubricants consumption, and vehicle road calls.
• Semi - annual fleet summary listing each vehicle; vehicle mileage; vehicle year -to-
date total miles; vehicle year -to -date fuel consumption and miles per gallon; vehicle
year -to -date maintenance costs and cost per mile; route service total road calls and
miles per road call; CONSULTANT'S summary of maintenance problems,
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particularly components with high incidences of in- service failures, and steps taken
or recommendations to reduce such problems and in- service failures.
Fuel usage reports shall be submitted by CONSULTANT to CITY on a monthly basis.
These reports shall be submitted prior to the 10th day of the following calendar month.
CONSULTANT shall submit to CITY copies of the California Highway Patrol (CHP)
Annual Safety Compliance Report (CHP 343), Vehicle Inspection Reports (CHP 343a)
and associated certificate. CONSULTANT shall attain satisfactory rating in each
category of the Safety Compliance Report (maintenance records, driver records,
regulated equipment and terminal). CONSULTANT shall expeditiously correct any
deficiencies noted on any CHP vehicle inspection report.
A Monthly Management Report of operations and maintenance matters shall be
submitted by the CONSULTANT which shall include all maintenance work performed on
vehicles and equipment during that month including:
• The status of each vehicle condition including miles per gallon of fuel and miles
per quart of engine oil added.
• A description of any maintenance and /or repair work performed. Monthly report
submission shall be to CITY prior to the 10t day of the following calendar month.
3.23 Vehicle Maintenance Record Keeping
CONSULTANT shall maintain an up -to -date vehicle file for each vehicle containing, at a
minimum, the following information:
• Make
• Model
• Serial number /CITY fleet number
• CITY property ID number and serial number of installed CITY -Owned equipment
• License number
• Date received
• Date placed in service
• Life miles
• Major vehicle repairs
• Preventive Maintenance Inspection Reports
• Daily "Vehicle Condition" Reports
• Work Orders
The "Preventive Maintenance Inspection" Reports shall be kept for two years. Daily
"Vehicle Condition" Reports shall be kept for the period required by the CHP.
Copies of the "Preventive Maintenance Inspection" Reports shall be made available to
CITY upon request. Including, all work accomplished with the manufacturer's
instructions and warranty conditions, and daily "Vehicle Condition" Reports.
CONSULTANT shall submit the entire vehicle file to the CITY upon request.
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3.24 Farebox System
CONSULTANT shall install, operate, and perform all required maintenance of farebox
system to ensure no disruptions in service. CONSULTANT shall maintain farebox
system in accordance with manufactures recommended maintenance procedures and
specifications.
3.25 Turnover Procedure
This procedure is designed to determine the condition of Arcadia Transit vehicles and
equipment at the time of turnover between CONSULTANTS. This Turnover Procedure
shall be implemented toward the end of the current contract term and prior to the
commencement of the new contract. At the CITY'S option, a Turnover Inspection may
be implemented with or without a change in CONSULTANTS.
3.25.1 Pre -Audit Meeting
Current CONSULTANT, Successful PROPOSER, and the CITY shall meet 30 -60
days prior to turnover. All parties shall be represented by authorized personnel
at this Pre -Audit Meeting. The purpose of the Pre -Audit Meeting shall be to set
guidelines for procedure during the Initial Audit. Procedures shall be agreed
upon and confirmed in writing by all parties within 5 working days of the Pre -Audit
Meeting.
3.25.2 Initial Audit
Current CONSULTANT, Successful PROPOSER, and the CITY shall meet 30 -60
days prior to turnover at the CONSULTANT's facility. All parties shall be
represented by authorized personnel at this Initial Audit. CONSULTANT shall
make available their current facility and such personnel necessary to move
vehicles and operate hoists. CONSULTANT shall make available records, daily
driver inspections, and other records as appropriate. CONSULTANT, Successful
PROPOSER, and CITY shall cooperate fully during the Initial Audit as set forth in
the guidelines determined at the Pre -Audit Meeting.
At this time, the CITY shall examine every vehicle listed in TABLE 1, Arcadia
Transit Vehicles, and determine its current condition. CONSULTANT shall make
available adequate facilities and equipment dedicated to accommodate the Initial
Audit as well as provide a table for records inspection. All parties shall be
provided the draft results of this inspection at the conclusion of the Initial Audit.
After the Initial Audit CONSULTANT and CITY shall meet to determine a plan
and timeline for resolution of defects found during the Initial Audit.
CONSULTANT shall furnish CITY with timeline and specific plan for resolution of
deferred maintenance prior to turnover. The "Resolution Plan" shall be submitted
no less than thirty days prior to expected turnover date.
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3.25.3 Turnover Audit
Several days prior to turnover, CITY, CONSULTANT, and Successful
PROPOSER, shall meet to physically re- examine every vehicle. Records shall
be kept, and made available to the CITY, documenting items that have been
repaired since the Initial Inspection. Current condition of every vehicle shall be
determined. All parties shall be provided draft results of this inspection at the
conclusion of the Turnover Audit.
3.26 Fuel
CONSULTANT shall purchase fuel required for the operation of all Arcadia Transit
vehicles utilizing a system that accurately records purchase of all fuel by CONSULTANT
for billing purposes and to allow CITY to reconcile all fuel transactions by date and
vehicle number.
CONSULTANT shall be responsible, on behalf of CITY for its Arcadia Transit operation,
to obtain state and federal tax exemptions applicable to the purchase and consumption
of fuel for use in public transit vehicles. In this regard, CONSULTANT shall obtain
required permits and administer fuel transactions in a manner that fully complies with all
applicable state and federal requirements.
CONSULTANT shall maintain accurate records of all fuel utilized for fueling Arcadia
Transit vehicles. On a monthly basis, CONSULTANT shall invoice CITY for the
documented cost of fuel used in the operation of Arcadia Transit and provide a monthly
report to CITY detailing gallons dispensed and miles per gallon for each Arcadia Transit
vehicle for the previous month and for the year to date.
SECTION 4 - DEFINITIONS
As used throughout the Contract, Scope of Services, exhibits and attachments, the
following terms shall have the meanings set forth below:
Advanced Reservation — Describes the process of requesting trips and receiving trip
confirmation prior to the day service is requested.
Americans with Disabilities Act of 1990 (ADA) — Federal civil rights legislation which
mandates accessibility for people with disabilities. Included is a requirement that all
public transit agencies operating fixed route bus service provide complementary
paratransit service to persons functionally unable to use accessible fixed route systems.
CITY — Shall indicate the City of Arcadia.
Consultant — Shall signify vendor selected and under contract with CITY to provide
transportation services.
Curb -to -Curb Service — A type of paratransit service where, on both the origin and
destination of the trip, the driver gets out of the vehicle and assists the passenger
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between the vehicle and a sidewalk or other waiting area no more than 15 feet from the
vehicle.
Deadhead — For paratransit services, refers to either miles or hours when a vehicle is
not in revenue service including travel from the yard to the first pick -up, from the last
drop -off back to the yard when released by the dispatcher and travel during driver
breaks and other "out of service" times. The travel between scheduled pickups and
drop offs, regardless of whether a passenger is on board, is not deadhead.
Demand Responsive — Describes a service that does not require advance reservation
and trips can be requested the same day [also referred to as "same day," "real- time" or
"immediate response"].
Door -to -Door Service — A type of paratransit service where, on both the origin and /or
destination of the trip, the driver gets out of the vehicle and meets /escorts the
passenger to the door of the main lobby, residence, or building. The driver is
responsible for assisting the passenger throughout the trip. Drivers are not allowed to
enter a residence and must keep the vehicle in sight at all times.
Dwell Time — The amount of time spent by vehicle and driver at each pick -up and drop -
off waiting for the passenger(s) to appear, during passenger boarding, deboarding and
wheelchair securement. Dwell time is included in the Vehicle Service Hour computation.
Federal Transit Administration (FTA) — A branch of the U.S. Department of
Transportation (USDOT) established to improve transportation throughout the nation.
The FTA provides funding and assistance to regional transportation agencies, among
various other programs.
Holidays — The official City holidays are: New Year's Day; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. In addition, the
CITY may direct a reduced level of services on unofficial holidays and during holiday
periods.
Late Cancellation — A scheduled passenger calls Arcadia Transit to cancel the trip less
than one (1) hour before the scheduled pick -up time.
Missed Trip — Any scheduled trip on which the vehicle arrives more than 60 minutes
after the scheduled pick up time regardless of an actual trip taken, or does not arrive at
all.
No -Show — A scheduled passenger who does not appear at the designated location for
vehicle boarding within 90 seconds of an on -time vehicle arrival.
On -Time Pickup — For paratransit services, a vehicle shall be on -time if it arrives at the
designated pickup location no more than 15 minutes prior to the scheduled pickup time
or no more than 15 minutes after that time.
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Service Area — The service area for Arcadia Transit includes all locations within the
City of Arcadia.
Subscription Service — Paratransit trips to and from the same origin and destination at
the same time and day at least once a week. Subscription services do not require the
passenger to call in their request for each trip; call only to cancel for one or more days.
Vehicle Service Hour — A Vehicle Service Hour shall be defined as any sixty minute
increment of time a vehicle is available for passenger transport within Arcadia Transit's
established hours of service. A vehicle is available for passenger transport from the
time it arrives at its first pick -up address and ends when it has completed its last
passenger drop -off and is released from service by the dispatcher, excluding any meal
breaks, service breaks, mechanical breakdowns and time a vehicle is down due to an
accident. If the first scheduled pick -up is a no -show, the vehicle arrival time shall still be
used for computation of vehicle service hours, however, this rule shall not apply to late
trip cancellations. Vehicle service hours are also known as "revenue service hours."
Vehicle Service Miles — The mileage incurred by a vehicle while operating a Vehicle
Service Hour.
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Exhibit "B"
SCHEDULE OF SERVICES
Consultant shall provide professional transit services for the operation, maintenance,
and management of the Arcadia Transit system, as outlined in the Scope of Services.
The period of services is for two (2) years, commencing July 1, 2014 and ending on
June 30, 2016. At the end of this two -year term, City may choose to exercise two
optional one -year extensions, possibly extending the service period to June 30, 2018.
RIF
Line Item Operating Budget
Annual Vehicle Service Hours
FIXED OVERHEAD EXPENSES
Overhead Expenses
Profit or Fee
TOTAL FIXED EXPENSES
VARIABLE EXPENSES
Hourly Expenses
Mileage Expenses (Maintenance)
TOTAL VARIABLE EXPENSES
TOTAL OPERATING EXPENSE
Total Four Year Operating Cost
Cost per Vehicle Service Hour
(Variable)
*Projected Annual Fuel Consumption
[Gallons of Gasoline]
Exhibit "C"
COMPENSATION
Year 1
Year 2
Year 3
[Optional]
Year 4
[Optional]
27,500
28,000
28,000
28,000
$553,863
$567,929
$582,353
$597,144
$37,418
$38,354
$39,313
$40,295
$591,282
$606,282
$621,665
$637,439
$545,498
$572,033
$589,181
$606,843
$147,913
$154,909
$159,556
$164,342
$693,411
$726,941
$748,737
$771,186
$1,284,6931 $1,333,2241 $1,370,4021 $1,408,625
396.943
$25.21 $26.43 $27.23 $28.04
51,871 1 52,814 1 52,814 1 52,814
*Fuel cost will be reimbursed to Consultant on a monthly basis in accordance with Sections 2.4
and 4.26 of Scope of Services