HomeMy WebLinkAboutItem 11j - Arcadia Transit Daily Operation
DATE: August 16, 2022
TO: Honorable Mayor and City Council
FROM: Jason Kruckeberg, Assistant City Manager/Development Services Director
Philip A. Wray, Deputy Director of Development Services/City Engineer
By: Linda Hui, Transportation Services Manager
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH FIRST TRANSIT, INC.
FOR A THREE-YEAR CONTRACT WITH TWO ONE-YEAR OPTIONAL
EXTENSIONS FOR THE DAILY OPERATION OF THE ARCADIA
TRANSIT DIAL-A-RIDE AND FIXED ROUTE SYSTEM WITH A YEAR-
ONE COST OF $2,260,859 FOR 2022-23.
Recommendation: Approve
SUMMARY
Arcadia Transit is currently operated and maintained by First Transit, Inc., a contracted
service provider since October 31, 2017. The current service contract with First Transit
will expire on October 31, 2022. Federal Transit Administration (“FTA”) funding provisions
require that the transit service contract be competitively bid every five years at a minimum.
In order to meet this requirement, a Request for Proposals (“RFP”) was issued soliciting
bids for the operation, maintenance, and administration of the Arcadia Transit system.
Two (2) proposals were received, and each was evaluated and ranked by a panel
consisting of City of Arcadia (“City”) staff and one independent reviewer. Based on the
established evaluation criteria, the panel selected First Transit, the incumbent, as the
preferred contractor.
It is recommended that the City Council approve, and authorize and direct the City
Manager to enter into a Professional Services Agreement with First Transit. for the daily
operation of the Arcadia Transit dial-a-ride and fixed route system for a three-year base
contract and two optional one-year extensions with a year-one amount of $2,260,859,
and a total amount not to exceed $13,667,103 for the entire five years.
BACKGROUND
Since 1975, the City has operated a transportation system that provided public
transportation to individuals traveling within the City. It was designed to provide local
services for seniors, disabled, and for those individuals whose transportation needs were
not met by the regional transit services. Up until 2016, Arcadia Transit was a general
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August 16, 2022
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public dial-a-ride service only. In November 2015, the City Council approved
recommendations to end general public dial-a-ride service, and to provide a two-tier
transit system – a fixed route service for the general public and a dial-a-ride service for
seniors and people with disabilities. In June 2016, the City implemented these
recommended changes.
Arcadia Transit currently provides a dial-a-ride service for senior/disabled residents and
a fixed route service for the general public through a contracted service provider, First
Transit. The Arcadia Transit fleet consists of 18 ADA-equipped cut-a-way buses and
vans. After several decades with Southland Transit, Inc., in 2017, First Transit replaced
Southland Transit as the City’s service provider. First Transit, with various fleet types and
operational characteristics, provides all management, operation, staffing, and
maintenance for the service. The current contract with First Transit is a five-year contract
(three base years and two additional optional years), which will expire on October 31,
2022.
DISCUSSION
On May 17, 2022, the RFP package was released, soliciting bids for the operation,
maintenance and administration of the Arcadia Transit service. The RFP was posted on
the City’s website, advertised on Arcadia Weekly, and a notice was sent to eight firms
known to provide the needed and desired services. Through the process, the City
received several inquiries from four interested firms, which led to the issuance of an
addendum to the RFP package on June 16, 2022. Addendum 1 addressed questions and
comments submitted by potential bidders. (See Attachment “A” for a summary of the RFP
process). On June 30, 2022, the City received two proposals, as shown in the table
below:
Firm RFP Cost Proposal (5 years)
Dial-A-Ride Fixed Route Total
First Transit, Inc. $5,962,243 $7,779,140 $13,741,383
Southland Transit, Inc. $6,648,407 $8,013,741 $14,662,150
A panel consisting of three City staff members and one independent municipal transit
professional reviewed each proposal and interviewed each firm. The proposals and
interviews were evaluated according to the established and stated criteria, including
technical aspects, financial aspects and organizational and management aspects.
After careful consideration, the evaluation panel unanimously selected First Transit to
proceed to the next step of the selection process, contract negotiations. The selection
panel determined that First Transit was the better and more qualified of the two firms.
First Transit, a well-established company and the incumbent service provider, is located
within the required distance from the City. It has an existing, well-equipped facility to
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August 16, 2022
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handle the City’s transit vehicles. All operations for Arcadia Transit will continue to be run
from First Transit’s facility located at 4337 Rowland Avenue in El Monte.
First Transit presented a strong, experienced management team for operation and
maintenance, including a project manager who understands the transit needs of the City
as well as the importance of community involvement and outreach. First Transit’s
proposal also included a suite of technology programs that provide not only operating
efficiency, but also customer service improvements. First Transit will provide software
and hardware that will provide real-time bus location and arrival information to fixed route
customers through an improved mobile phone application.
Importantly, First Transit’s cost proposal for the five-year contract is lower than Southland
Transit’s. This is despite the fact that First Transit’s wage proposal for their drivers and
staff is higher than Southland Transit’s, which will hopefully help retain staff during this
challenging hiring period. Another benefit of the selection of First Transit, the incumbent,
is that a transition plan will not be necessary and should be seamless service provision
to users of the system.
A meeting with First Transit was held on July 27, 2022, to negotiate a few items including
the project manager’s time-allocation to Arcadia Transit, additional staffing allocation
numbers, and the transit mobile application features. As a result of the meeting, the cost
proposal was reduced by $74,280.
It is recommended that a Professional Services Agreement with First Transit be approved
for a base term of three years, with two optional one-year extensions. The total cost for
the full five years of the contract, should all options be exercised, is $13,667,103. The
total contract cost for dial-a-ride service is $5,930,328 for up to 14,000 annual dial-a-ride
service hours. The total contract cost for fixed-route service is $7,736,775 for 15,000
annual fixed route hours for the first contract year and 22,000 annual fixed route hours
for each year after. The additional fixed route hours after the first year will cover planned
service modifications to improve the headways and to expand the service area.
The proposed contract price is based on the standard method of combining overhead
fixed cost plus revenue service hour (variable) cost. A revenue service hour is the time
when a bus is available to riders – when a dial-a-ride bus arrives at the pickup
appointment or a fixed route bus starts the route. Revenue service hours do not include
the time leaving or returning to the bus yard. The hours will vary based on the service
demand; however, they are capped at 29,000 hours the first year and 36,000 hours each
year after the first year. If the full service hours are utilized, the maximum obligation to the
City over the five-year term of the contact is $13,667,103.
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August 16, 2022
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Annual projected costs for dial-a-ride and fixed route services are listed below.
Contract Year Dial-A-Ride Fixed Route Total
Year 1 $1,094,641 $1,166,218 $2,260,859
Year 2 $1,141,560 $1,549,718 $2,691,278
Year 3 $1,186,611 $1,611,928 $2,798,539
Year 4 $1,230,479 $1,672,338 $2,902,817
Year 5 $1,277,037 $1,736,573 $3,013,610
Total $5,930,328 $7,736,775 $13,667,103
ENVIRONMENTAL ANALYSIS
The Professional Services Agreement with First Transit is not considered a project as
defined by California Environmental Quality Act (“CEQA”) §15378; as a service contract
of this nature is considered ministerial.
FISCAL IMPACT
Currently, Arcadia Transit operations is funded exclusively using transportation fund
sources; including Metro’s local transit Formula Allocations which include state and local
transportation funds, Proposition A Local Return, and Measure R Local Return. The
general breakdown of how these funds are currently budgeted is as follows. Please note
that this is just an example using the current fiscal year.
Fund (FY 2022-23 Budget) Percentage
Formula Allocation Program 42%
Measure R Local Return 23%
Proposition A Local Return 35%
It is anticipated that these various transit funds will be used in the same general manner
over time to fund the continued operation of Arcadia Transit. There are adequate funds
in all of these revenue sources to fully fund Arcadia Transit for the five potential years of
this contract.
RECOMMENDATION
It is recommended that the City Council approve, and authorize and direct the City
Manager to execute a Professional Services Agreement with First Transit, Inc. for a three-
year contract with two one-year optional extensions for the daily operation of the Arcadia
Transit Dial-A-Ride and Fixed Route System with a year-one cost of $2,260,859 for 2022-
23.
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August 16, 2022
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Attachments: “A” – Summary of RFP Process
“B” – Proposed Professional Services Agreement
Attachment “A”
REQUEST FOR PROPOSAL PROCESS SUMMARY
2022
Management and Operation of Arcadia Transit System
1. Recommended Firm: First Transit, Inc.
2. Bid/Proposed Price: $13,741,383 for 5 years
3. Recommended Price: Not to exceed $13,667,103 for 5 years
4. RFP Issued: May 17, 2022
5. Proposal Due: June 30, 2022
6. Interview: July 21, 2022
7. Proposals Received: 2
8. Evaluation Information
A. Evaluation Criteria and Weight:
-Technical - 30%
-Financial - 35%
-Organization & Management - 35%
B. Proposers Names:
-First Transit, Inc.
-Southland Transit, Inc.
9. Protest Received: None
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ARCADIA TRANSIT OPERATION AND MAINTENANCE SERVICES
This Agreement is made and entered into as of ________________, 2022 by and between
the City of Arcadia, a municipal corporation organized and operating under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 (“City”), and First Transit, Inc., a California CORPORATION, with its principal place of
business at 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202 (hereinafter referred to as
“Consultant”). City and Consultant are sometimes individually referred to as “Party” and
collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Operation, Maintenance and Management of Arcadia Transit System
(hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. 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 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.
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “B.”
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of thirteen million, six hundred sixty-seven thousand one
hundred three dollars ($ 13,667,103). Payments to Consultant for work performed will be made
on a monthly billing basis.
3. Additional Work.
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If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term
The term of this Agreement shall be from October 31, 2022 to October 31, 2025, unless
earlier terminated as provided herein. Consultant shall perform its services in a prompt and timely
manner within the term of this Agreement and shall commence performance upon receipt of
written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set
forth the date of commencement of work. At the end of the said term, City may exercise the option
to extend the Agreement for two one-year terms.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
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8. Standard of Care
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.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. 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.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
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(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
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for workers’ compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
“Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers’ compensation coverage of the same type and limits as
specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. “Covered Professional Services” as designated in the policy must
specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/$10,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence/$10,000,000 aggregate
for bodily injury and property damage with
deductible not to exceed $10,000 per incident
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
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Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
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(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant’s services, the Project
or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify
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shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify,
and/or hold harmless arise out of Consultant’s performance of “design professional services” (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant’s proportionate percentage
of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects
(“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration,
demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
b. If the services are being performed as part of an applicable “public works”
or “maintenance” project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such
services must be registered with the Department of Industrial Relations. Consultant shall maintain
registration for the duration of the Project and require the same of any subconsultants, as
applicable. This Project may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all
applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant’s performance of services, including any delay, shall be Consultant’s sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
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any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
17. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.
18. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement at any time and without cause by giving ten (10) calendar days written
notice to Consultant. City shall pay Consultant the reasonable value of services rendered for any
portion of the work completed prior to termination. If said termination occurs prior to completion
of any task for the Project for which a payment request has not been received, the charge for
services performed during such task shall be the reasonable value of such services, based on an
amount mutually agreed to by City and Consultant of the portion of such task completed but not
paid prior to said termination. City shall not be liable for any costs other than the charges or
portions thereof which are specified herein. Consultant shall not be entitled to payment for
unperformed services, and shall not be entitled to damages or compensation for termination of
work. 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.
b. 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.
c. 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,
serves similar to those terminated.
19. Organization
Consultant shall assign Narcisa Montemayor as Project Manager. The Project Manager
shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
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21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066
Attn: Jason Kruckeberg
Assistant City Manager/Development
Services Director
CONSULTANT:
First Transit, Inc.
7581 Willow Drive, Suite 102
Tempe, AZ 85283
Attn: Nick Promponas
Senior Vice President
With Copy to:
First Group America
600 Vine Street, Suite 1400
Cincinnati, OH 45202
Attn: Fadi Chakbazof
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. 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.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
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25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
30. 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
director, official, 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.
When funding for the services is provided, in whole or in part, by an agency of the federal
government, Consultant shall also fully and adequately comply with the provisions included in
Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference
(“Federal Requirements”). With respect to any conflict between such Federal Requirements and
the terms of this Agreement and/or the provisions of state law, the more stringent requirement
shall control.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND FIRST TRANSIT, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA FIRST TRANSIT, INC.
By: By:
Dominic Lazzaretto Signature
City Manager
Date: Its:
ATTEST: Printed Name
By: Date:
City Clerk
APPROVED AS TO FORM By:
Signature
By: Its:
Stephen P. Deitsch
City Attorney
Printed Name
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EXHIBIT A
Scope of Services
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EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed
progress report that indicates the amount of budget spent on each task. Consultant will inform
City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials
contract.
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EXHIBIT C
Activity Schedule – 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 three (3) years. City may choose to exercise two (2) optional one-year
extensions.
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EXHIBIT D
COMPENSATION