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HomeMy WebLinkAboutC-1624WITNESSETH AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA AND R &D TRANSPORTATION SERVICES LLC CONSENTING TO THE MERGER OF R &D TRANSPORTATIONS SERVICES LLC AND SAN GABRIEL TRANSIT INC. TO CREATE SOUTHLAND TRANSIT INC. This AMENDMENT NO. 3 ( "AMENDMENT NO. 3 ") is entered into this day of September 2001, by and between the City of Arcadia ( "CITY "), a municipal corporation of the State of California, and R &D Transportation Services LLC ( "R &D ") and Southland Transit, Inc., its successor in interest (collectively, "CONTRACTOR "). Whereas, CITY and R &D entered into a Professional Services Agreement ( "Agreement ") on July 5, 1999; and Whereas, CITY and R &D executed Amendment No. 1 to the Agreement on or about July 1, 2000; and Whereas, CITY and R &D executed Amendment No. 2 to the Agreement on or about June 5, 2001; and Whereas, the CITY and CONTRACTOR wish to amend the Agreement, as amended by Amendment No. 1 and Amendment No. 2; and Whereas, Article 13 GENERAL PROVISIONS, Section 8 "Sale or Transfer, Amendment" requires CONTRACTOR to obtain written consent from the CITY prior to any sale, assignment or transfer, in whole or in part of any right, title or interest in the Agreement; and Whereas, CITY has determined that it is appropriate to consent to the merger of R &D with San Gabriel Transit Inc. to create a new transit agency known as Southland Transit, Inc.; and Whereas, CITY and CONTRACTOR intend that all other terms and conditions of the Agreement, as amended by Amendment No. 1 and Amendment No. 2, will remain in effect and enforceable. 1/2 c \ ... \Southland Transit R &D Amend No.3 09 -04 -01 Now, therefore, it is mutually agreed and understood as follows: 1. CITY agrees to the assignment by R &D of the Agreement, as previously amended, to Southland Transit, Inc.; and 2. CITY agrees to the assumption by Southland Transit, Inc. of all rights and obligations of R &D under the former Agreement, as previously amended; and 3. Southland Transit, Inc. agrees to accept assignment and undertake all rights and obligations of R &D under the Agreement, as previously amended, and to be bound by all of the terms and provisions of the Agreement, as previously amended, to the extent and in all respects as R &D was bound. All other terms and conditions of the Agreement, as amended by Amendment No. 1 and Amendment No. 2, remain in effect and enforceable. IN WITNESS WHEREOF, the parties have caused this AMENDMENT No. 3 to be executed on the day and year listed above. CITY OF ARCADIA CONTRACTOR William Kelly City Manager qn___LAO °rem APPROVED AS TO FORM Stephen P. Deitsch City Attorney 61 ifs- 6/114:_o `7 66rvott.UL M (' R &D Transportation Services LLC °` III M 6R ,1)4 fib- Dd d 0 Southland Transit, Inc 212 c \..,\Southland Transit R&D Amend No.3 09 -04 -01 Sr. Planner, Communi. & Marketing Spec. I and II) 8d. PROF. SVCS. AGREEMENT (Information System Master Plan) 8f. ACCEPT WORK (2000 -2001 Concrete Repair Proj.) 8g. VEHICLE PURCHAS (Various City Departments) AUTHORIZED the City Manager to enter into a Professional Services Agreement with Gartner Consulting for an Information Systems Master Plan for a not to exceed amount of $80,000. 8f. RENEW AUTHORIZED the City Manager to RENEW the Professional Services Agreement with Joe PROF. SVCS. A. Gonsalves & Son for legislative advocacy services in the amount of $36,000. AGREEMENT (Legislative Advocacy Svc.) ACCEPTED all work performed by Olives Valdez, Inc. for the 2000 -2001 Concrete Repair Project as complete; and APPROVED three (3) contract change orders in the amount of $32,416.45 for additional work associated with the project to Olives Valdez, Inc.; and AUTHORIZED the final payment to be made in accordance with the contract documents subject to the retention of $12,457.34. In response to a Council question, City Manager Kelly, clarified that, initially the widening of the existing driveway at the Community Center parking lot was a separate project that was combined with the concrete repair project as a cost saving measure. AWARDED a contract for the purchase of ten (10) 2002 Chevrolet Malibu LS vehicles to Rotolo Chevrolet in the amount of $175,791.60; and, AUTHORIZED the City Manager to EXECUTE a contract in a form approved by the City Attorney. 8h. R &D TRANS. & ADOPTED Amendment No. 3 to the existing Professional Services Agreement between SAN GABRIEL the City of Arcadia and R &D Transportation Services LLC ( "R &D ") approving the TRANSIT company's merger with San Gabriel Transit Inc. to form Southland Transit Inc. MERGER ( "Southland "); and, TRANSFERRED all rights and obligations from R &D to Southland; and, (Southland AUTHORIZED the City Manager to EXECUTE said amendment in a form approved by the Transit Inc.) City Attorney. THE PRECEDING CONSENT ITEMS 8a, b, c, d, e, f, g and h APPROVED ON MOTION BY COUNCILMEMBER CHANDLER, SECONDED BY MAYOR PRO TEM MARSHALL AND CARRIED ON ROLL CALL VOTE AS FOLLOWS: AYES: NOES: ABSENT: Councilmembers Chandler, Kovacic, Marshall and Segal None Councilmember Chang ADJOURNMENT Mayor Segal ADJOURNED the September 4, 2001 Regular Meeting of the Arcadia City (September 18 Council at 7:28 p.m., to September 18, 2001 at 7:00 p.m., in the Council Chambers for a 2001) Regular Meeting to conduct the business of the City Council and Redevelopment Agency and any Closed Session necessary to discuss personnel, litigation matters or evaluation of properties. 4 June D. Alford, C lerk 43:0185 9/4/01 AMENDMENT No. 2 TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF ARCADIA AND R &D TRANSPORTATION SERVICES LLC This AMENDMENT NO. 2 ( "AMENDMENT No. 2 ") is entered into this day of August, 2001, by and between the City of Arcadia ( "CITY "), a municipal corporation of the State of California, and R &D Transportation Services LLC ( "CONTRACTOR "). WITNESSETH Whereas, CITY and CONTRACTOR entered into a Professional Services Agreement ( "Agreement ") on July 5, 1999; and Whereas, CITY and CONTRACTOR executed Amendment No. 1 to the Agreement on or about July 1, 2000; and 'Whereas, the CITY and CONTRACTOR wish to amend the Agreement, as amended by Amendment No. 1; and Whereas, ARTICLE 5 — CHANGES IN SCOPE OF WORK; AMENDMENT, establishes the CITY's ability to modify its provisions or to revise the scope and /or extent of Arcadia Transit operations; and Whereas, CITY has determined that it is appropriate to increase vehicle service hours by 4,000 annually for current year FY00 -01 through the end of the term of the Agreement, June 2004, and to include a fuel compensation clause to reimburse CONTRACTOR for extraordinary costs beyond its control; and Whereas, CITY and CONTRACTOR intend that all other terms and conditions of the Agreement, as amended by Amendment No. 1, remain unchanged. Now, therefore, it is mutually agreed and understood as follows: 1. Section 8.1 of the Agreement, as amended by Amendment No. 1, is amended to read in its entirety as follows: 8.1 Price Formula A FIXED HOURLY RATE, will be established using a base rate of 26,000 annual vehicle service hours as established as the minimum in the Scope of Work. A secondary rate will be established for additional hours above the base but not to exceed 30,000 annual vehicle service hours as established as the maximum in the Scope of Work. Beginning in FY 00 -01 and continuing through FY 03 -04, the Third Tier rate shall apply for vehicle service hours operated in excess of 30,000 in any year but not exceeding 34,000 annual vehicle service hours. in pat, Legal Amendment No.2 07.2001 Base for FY 99 -00 $ 29.96 Secondary for FY 99 -00 $ 18.04 Base for FY 00 -01 $ 30.58 Secondary for FY 00 -01 $ 18.42 Third Tier for FY 00 -01 $ 24.48. Base for FY 01 -02 $ 31.75 Secondary for FY 01 -02 $ 18.80 Third Tier for FY 01 -02 $ 22.23 Base for. FY 02 -03 $ 32.41 Secondary for FY 02 -03 $ 19.19 Third Tier for FY 02 -03 $ 22.70 Base for FY 03 -04 $ 33.08 Secondary for FY 03 -04 $ 19.59 Third Tier for FY 03 -04 $ 23.18 Vehicle Service Hours will be calculated based on the actual time that each revenue vehicle is in service and available to passengers. Dial -a -Ride Vehicle Service Hours are defined as the time from when a vehicle leaves the Arcadia yard to make its first pick -up through the time it returns to the Arcadia yard after its last drop off. Vehicle Service Hours do not include travel to and from maintenance facilities, changing drivers, downtime for roadcalls, road tests, fueling, vehicle inspections, driver training, and driver lunches and breaks. 2. Section 8.2 of the Agreement, as amended by Amendment No. 1, is amended to read in its entirety as - follows: 8.2 Fuel Expense Reimbursements a. CITY shall have an option t require CONTRACTOR to provide fuel for all Arcadia Transit vehicles or CITY shall provide fuel for Arcadia Transit vehicles through the CITY's fuel purchasing system. (In the event CITY exercises its option to provide fuel, the AGREEMENT will contain language as follows: CONTRACTOR shall utilize CITY system for fueling and billing for fuel required for the operation of all Arcadia Transit vehicles. CONTRACTOR shall fuel Arcadia Transit at such location(s) and in such manner as CITY may direct. CONTRACTOR and all of its employees shall adhere to any and all operating, administrative, and accounting procedures required by the ,CITY in connection 2/2 R&D Legal Amendment 14o.2_07-2001 with all fueling operations. CONTRACTOR shall adjust per hour cost accordingly when CITY fueling facilities are used. (In event CITY exercises its option to require CONTRACTOR to provide fuel, the AGREEMENT will contain language as follows: ) CONTRACTOR shall purchase fuel required for the operation of all Arcadia Transit vehicles utilizing a system, approved by CITY, which accurately records purchase of fuel by fuel type, price per gallon, applicable tax, date, and vehicle number, etc. CONTRACTOR shall provide to CITY the actual monthly invoice from said system or vendor detailing each fuel purchase. CITY shall reimburse CONTRACTOR the actual cost per gallon for fuel dispensed into Arcadia Transit vehicles. Actual cost shall be defined as the cost paid by CONTRACTOR to purchase fuel, plus only such tax as may be generally applicable to fuel consumed in the operation of public transit vehicles under the state and federal tax codes. CONTRACTOR shall request and return any and all State gasoline tax rebates to the CITY. b. Fuel Cost Adjustment. 1. City and Contractor agree that the following rates per gallon of regular gasoline were included in Contractor's proposal dated April 22, 1999 for management and operation of City's transportation program, Arcadia Transit. This rate shall be referred to as the "Proposed Fuel Price." FY 2001 [July 1, 2000 - June 30, 2001] $ 1.27 per gallon FY 2002 [July 1, 2001 - June 30, 2002] $ 1.30 per gallon FY 2003 [July 1, 2002 - June 30, 2003] $ 1.33 per gallon FY 2004 [July 1, 2003 - June 30, 2004] $ 1.37 per gallon 2. Beginning retroactively July 1, 2000, City agrees to reimburse Contractor for the difference between the documented average cost of fuel and the Proposed Fuel Price during each month that the actual average price per gallon exceeds the Proposed Fuel Price by greater than 5 percent and Contractor agrees to credit City for the difference between the documented average cost of fuel and the Proposed Fuel Price during each month that the actual average price per gallon is less than the Proposed Fuel Price by greater than 5 percent. 3/3 IUD Legal Amendment No.2 07.2001 3. Article 9 of the Agreement, as amended by Amendment No. 1, is amended to read in its entirety as follows: ARTICLE 9- MAXIMUM OBLIGATION Notwithstanding any provisions of this AGREEMENT to the contrary, CITY and CONTRACTOR mutually agree that CITY'S maximum cumulative obligation, exclusive of fuel cost adjustments, for FY 99 -00 is limited to ($851,136), FY 00- 01 is limited to ($966,680), FY 01 -02 is limited to ($989,620), FY 02 -03 is limited to ($1,010,220), and FY 03 - 04 is limited to ($1,031,160) including amounts payable to CONTRACTOR for his subcontractors, leases, materials, and costs arising from or due to, termination of this AGREEMENT. It is the intent of the parties hereto that said maximum obligation shall be sufficient to compensate CONTRACTOR for services performed for five years at the maximum operating levels, and that said maximum obligation may have to be amended if CONTRACTOR provides services for CITY subsequent to that time period. All other terms and conditions of the Agreement, as amended by Amendment No. 1, remain unchanged. IN WITNESS WHEREOF, the parties have caused this AMENDMENT No. 2 to be executed on the day and year listed above. CITY OF ARCADIA CONT TOR einL4 William Kelly City Manager APPROVED AS TO FORM Steph P. Deitsch City Attorney 614, 1 41,t4 4/4 eral Manager &D Transportation Services LLC MD Legal Amendment No.2 07.2001 13d. AMEND PROF. Consideration of the report and recommendation to amend the existing professional SVCS. services agreement with R &D Transportation Services to increase vehicle service hours AGREEMENT (VSH) by an additional 4,000 hours annually, compensate R &D for extraordinary fuel (Arcadia Transit expenses resulting from current energy crisis, and appropriate $125,920.00 to cover System — R &D increase costs in FY 2000 - 01. Transportation) During the past year, the Arcadia Transit system has experienced a significant growth in ridership. This can be attributed to a large extent to more school age children riding transit and the successful implementation of the Pass Sales program to the community. To meet this demand, R &D Transportation Services (R &D) projects an increase of 2,347 vehicle service hours (VSH) by the end of fiscal year 2001, which will exceed the base and secondary contract allowance of 30,000 hours. Additionally, as a result of the increased number of vehicles responding to the influx of passengers and the dramatic Increase of national fuel prices, R &D has experienced an increase in fuel cost beyond that projected in their original proposal dated April 22, 1999. Staff proposed language for the contract between the City and R &D Transportation Services to expand the annual VSH through the remaining contract period by an additional 4,000 hours; adjust the rate for these additional hours; and, compensate R &D for the fuel increases. The amendments affect years two through five (FY01 -FY 04) of the current contract. 14. 14a. ORDINANCE NO. 2142 (1 -Yr. Time Extension Ord. 2119 S -1 Zone) Following the staff presentation, Don Penman, Assistant City Manager /Development Services Director introduced Martha Eros, Transportation Services Officer. Considerable discussion ensued. Staff responded to concerns expressed by Council with regard to waiting time, designating drop -off and pick -up areas and additional fuel expenses. Staff recommended an amendment to the current contract to compensate R &D when the difference is more than 5% above the Contractor's budgeted price per gallon. If this cost per gallon were to drop more than 5% below the Contractor's budgeted price, the City would be credited that difference. It was MOVED by Councilmember Chang, seconded by Councilmember Chandler and CARRIED on roll call vote as follows to APPROVE an amendment to the existing Professional Services Agreement with R &D Transportation Services increasing vehicle service hours by 4,000 annually for current year FY 00 -01 through the end of the current contract, June 2004, and including a fuel compensation clause to fairly compensate R &D for costs beyond its control; and, AUTHORIZE the City Manager to EXECUTE said amendment in a form approved by the City attorney; and, APPROPRIATE $125,920 from Proposition A funds to cover increased Arcadia Transit costs in FY 00 -01. Kt vatic, }Marshall , and Segal' N None ABSENT: None CITY ATTORNEY 43:0111 City Attorney Deitsch presented for ADOPTION and read the title of ORDINANCE NO. 2142. "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, EXTENDING FOR ONE (1) YEAR SECTION 1 OF ORDINANCE NO. 2119 RELATING TO PERMITTED USES IN THE S -1 ZONE (SECTION 9273.1.10.1) ". 11 6/5/01 ADMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA AND R & D TRANSPORTATION SERVICES LLC This AMENDMENT No. 1 to the Professional Services Agreement (AGREEMENT) for the operations, management, maintenance of the Arcadia Transit system is made and entered into this 1st day of July 2000 by and between the City of Arcadia, hereinafter referred to as "CITY" and R & D Transportation Services LLC, hereinafter referred to as "CONTRACTOR ". WITNESSETH WHEREAS, CITY has determined that it requires an Amendment to the Professional Services Agreement for the operational and management services provided by CONTRACTOR for the Arcadia Transit general public dial -a -ride system; and WHEREAS, ARTICLE 5, CHANGES IN SCOPE OF WORK; AMENDMENT, of the Professional Services Agreement establishes the CITY'S ability to modify its provisions or to revise the scope and/or extent of Arcadia Transit operations; and WHEREAS, CITY has determined that the inclusion of Community Services Hours are deemed necessary for inclusion in the Professional Services Agreement between CITY and CONTRACTOR for operational and management services provided for Arcadia Transit general public dial <a -ride system; and WHEREAS, CONTRACTOR has represented that it has the necessary resources to perform the duties of this Amendment; and NOW, THEREFORE, it is mutually agreed and understood as follows: ARTICLE 1- Community Service Hours 'Community Services Hours shall be defined as the following: Any transit services provided to the CITY for a general public purpose such as parades, City Festivals, public tours or other special events where the collection of fares and other operational data are either not appropriate or not deemed necessary. A. Community Services Hours will be made available to the CITY at an annual amount of twenty -five (25) hours per fiscal year. These hours may be used at the CITY'S discretion and may not carry over from year to year. B. All Community Services Hours must be made available upon the CITY'S request. C. The CITY must provide CONTRACTOR a ten (10) day written notification of intent to request Community Service Hours. D. Community Service Hours will be provided with CITY owned vehicles unless otherwise mutually agreed upon. E. Except as provided in this Amendment all other terms of the AGREEMENT shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this AMENDMENT No. 1 to be executed on the day and year listed above written. CITY OF ARCADIA air) 644 City Manager Approved as to Form c 01;4AZ C c /414-0 (*lei CONTRACT.O General Manager ARTICLE 1- COMPLETE AGREEMENT Professional Services Agreement Between The City of Arcadia And R & D Transportation Services LLC This AGREEMENT is made and entered into this 5 day of July 1999 by and between the City of Arcadia, hereinafter referred to as "CITY" and R & D Transportation Services LLC., hereinafter referred to as "CONTRACTOR ". WITNESSETH WHEREAS, the City has determined that it requires operational and management services for its Arcadia Transit general public Dial -a -Ride system, hereinafter referred to as "ARCADIA TRANSIT "; and WHEREAS, CONTRACTOR has represented that it has the necessary expertise and personnel and is qualified to perform such services; and NOW, THEREFORE, it is mutually understood and agreed as follows: This AGREEMENT and the attachments and documents incorporated herein constitute the complete and exclusive statement of the terms of the AGREEMENT between the CITY and the CONTRACTOR and its supersedes all prior representations, understanding and communications. The invalidity in whole or in part of any provision of the AGREEMENT shall not affect the validity of other provisions. CITY's failure to insist in one or more instances upon the performance of any term or terms of the AGREEMENT shall not be construed as a waiver or relinquishment of CITY's rights to such performance by CONTRACTOR. ARTICLE 2- CITY DESIGNEE The CITY MANAGER of CITY or his /her DESIGNEE, shall have the authority to act for and exercise any of the rights of CITY as set forth in the herein AGREEMENT, except for amendments to this AGREEMENT which must be approved by the Arcadia City Council. C i/ 1 ARTICLE 3- INDEPENDENT CONTRACTOR CONTRACTOR'S relationship to CITY in performance of this AGREEMENT is that of an independent contractor. The personnel performing services under this AGREEMENT shall at all times be under CONTRACTOR'S exclusive direction and control and shall be employees of CONTRACTOR and not be employees of CITY. CONTRACTOR shall pay all wages, salaries, and other amounts due to its employees in connection with this AGREEMENT and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers compensation insurance, and similar matters. CONTRACTOR shall notify its employees by written notice that any and all obligations in connection with their employment are those of the CONTRACTOR'S and not the CITY. ARTICLE 4- SCOPE OF WORK Subject only to the general policies and direction of the CITY with regard to ARCADIA TRANSIT management and operations, and to the provisions and requirements of this AGREEMENT, CONTRACTOR shall, upon receiving CITY'S notice to proceed, do all things necessary to manage, operate, and maintain ARCADIA TRANSIT including but not limited to: providing executive and administrative management, day -to -day operation of ARCADIA TRANSIT vehicles; employment and supervision of all personnel including supervisors, vehicle operators, dispatchers, mechanics and other maintenance personnel; operation of training and safety programs; maintenance and repair of vehicles and equipment; processing of warranty claims for ARCADIA TRANSIT vehicles; defend property damage and personal injury claims; assisting in public relations and promotions; preparation of reports and analyses of financial and other matters; clerical, statistical, and bookkeeping services; providing all vehicle operators with uniforms; providing facilities, equipment, parts and supplies required in the operation of ARCADIA TRANSIT unless specifically identified to be contributed by CITY; and such other work as may be necessary in connection with the operation of ARCADIA TRANSIT in accordance with EXHIBIT "A "- SCOPE OF WORK attached hereto. 2 ARTICLE 5- CHANGES IN SCOPE OF WORK; AMENDMENT It is understood and agreed by CITY and CONTRACTOR that it may be necessary, from time to time during the term of this AGREEMENT, to modify its provisions or to revise the scope and /or extent of ARCADIA TRANSIT operations. In each such instance, CITY and CONTRACTOR shall consult with each other and shall come to a mutually acceptable agreement as to the nature of the required modification or revision desired. Each modification or revision required shall be reduced in writing, and when appropriately executed by both parties, shall constitute an amendment to this AGREEMENT. Each amendment will be identified and sequentially numbered as "Amendment No.1" and so forth, shall be subject to all of the other applicable provisions of this AGREEMENT, and shall be attached to EXHIBIT "B ", entitled "APPROVED AMENDMENTS - ARCADIA TRANSIT AGREEMENT ". Until an amendment has been approved in the foregoing manner, it shall have no force or effect. Notwithstanding the above, CITY without invalidating the AGREEMENT may from time to time order minor changes (less than 10 %) in the scope and /or extent of ARCADIA TRANSIT operations including but not limited to routes, schedules, stops locations, and so forth to respond to demand, special events and other occurrences without requiring an amendment pursuant to this ARTICLE, provided that such changes do not result in a change in the number of annual vehicle service hours of more than ten percent (10 %). ARTICLE 6- INSURANCE; BONDS; PERFORMANCE GUARANTEE 6.1 Insurance With respect to performance of work under this AGREEMENT, CONTRACTOR shall secure and maintain, and shall require all of its subcontractors to maintain insurance as described below: A. WORKER'S COMPENSATION INSURANCE with statutory limits, and EMPLOYER'S LIABILITY INSURANCE with limits of not less than one million dollars ($1,000,000) per occurrence. B. COMMERCIAL GENERAL LIABILITY INSURANCE with a combined single limits of not less than ten million dollars ($10,000,000) per occurrence. Such insurance shall include products /completed operations liability, owner's and contractor's protective, blanket contractual liability, broad form property damage coverage, and explosion, collapse and underground hazard coverage. Such insurance shall (a) name CITY, its appointed and elected officials, officers, employees and agents as additional insureds; and (b) contain standard cross liability provisions. 3 C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE with a combined single limit of not less than ten million dollars ($10,000,000) per occurrence. Such insurance shall (a) include coverage for owned, hired and non -owned automobiles; (b) name CITY, its elected and appointed officials, officers, employees and agents as additional insureds; (c) be primary for all purposes; and (f) contain standard cross liability provisions. D. AUTOMOBILE COLLISION AND COMPREHENSIVE COVERAGE for the actual cash value of the vehicles (based on straight -line depreciation, the original purchase price and service life expectancy) as stated in EXHIBIT "C" attached hereto and made part hereof by this reference. Such insurance shall (a) contain deductibles of not more than five thousand dollars ($5,000) and (b) name CITY as loss payee. CONTRACTOR shall furnish properly executed Certificates of Insurance and signed copies of the specified endorsements for each policy prior to the commencement of work under this AGREEMENT. Such documentation shall: (1) clearly evidence all coverage's required above, including specific evidence of separate endorsements naming the CITY of ARCADIA as additional insureds as required hereinabove; and (2) indicate whether coverage provided is on a claims made or occurrence basis; and (3) provide that such insurance shall not be materially changed, terminated or allowed to expire except on 30 day's prior written notice to CITY. Such insurance shall be maintained from the time work first commences until completion of the work under this AGREEMENT if an occurrence policy form is used. CONTRACTOR shall replace such certificates for policies expiring prior to completion of work under this AGREEMENT. As a condition precedent to execution of this AGREEMENT, all insurance must be approved in writing by the Arcadia City Attorney. If CONTRACTOR, for any reason, fails to maintain insurance coverage that is required pursuant to this AGREEMENT, the same shall be deemed a material breach of contract. CITY, as its sole option, may terminate this AGREEMENT and obtain damages from the CONTRACTOR resulting from said breach. Alternatively, CITY may purchase such required insurance coverage, and without further notice to CONTRACTOR, CITY may deduct from sums due to CONTRACTOR any premium costs advanced by CITY for such insurance. 4 6.2 Performance Guarantee CONTRACTOR shall perform no services pursuant to this agreement, nor be entitled to compensation therefore, unless and until CONTRACTOR submits a cash bond or other acceptable security (surety bond) to CITY for use of CITY in the event they are unable to perform the terms of this AGREEMENT. Such bond executed by CONTRACTOR and a surety company licensed to do business in the State of California, in the amount of $200,000 and which at all times be kept in full force and effect. The bond is subject to approval by the City Attorney. It may be a one -year renewable bond and shall be renewed annually before its expiration date. Nothing herein shall preclude the CITY from recovery of money damages for breach of contract. ARTICLE 7- INDEMNIFICATION CONTRACTOR hereby agrees to indemnify and hold CITY and its officers, agents, employee and assigns, harmless from any liability imposed for loss or injury whether arising before or after completion of the work hereunder, or in any manner directly or indirectly caused, occasioned or contributed to, or claimed to be caused, occasioned or contributed to, in whole or in part, by reason of any act or omission, including strict liability or negligence of CITY, or of anyone acting under CONTRACTOR'S direction or control or on its behalf in connection with or incident to or arising out of the performance of this contract. It is the intent of the parties that CONTRACTOR will indemnify, defend and hold harmless CITY and its officers, agents, employees and assigns, from any and all claims, demands, costs, suits or actions as set forth above. ARTICLE 8- PAYMENT CITY agrees to pay CONTRACTOR for the performance of services set forth in this AGREEMENT as follows: 8.1 Price Formula A. FIXED HOURLY RATE will be established using a base rate of 26,000 annual vehicle service hours as established as the minimum in the Scope of Work. A secondary rate will be established for additional hours above the base but not to exceed 30,000 annual vehicle service hours as established as the maximum in the Scope of Work. Base for FY 99 -00 $ 29.96 Secondary for FY 99 -00 $ 18.04 5 Base for FY 00 -01 $ 30.58 Secondary for FY 00 -01 $ 18.42 Base for FY 01 -02 $ 31.21 Secondary for FY 01 -02 $ 18.80 Base for FY 02 -03 $ 31.86 Secondary for FY 02 -03 $ 19.19 Base for FY 03 -04 $ 32.52 Secondary for FY 03 -04 $ 19.59 Vehicle Service Hours will be calculated based on the actual time that each revenue vehicle is in service and available to passengers. Dial -a- Ride Vehicle Service Hours are defined as the time from when a vehicle leaves the Arcadia yard to make its first pick -up through the time it returns to the Arcadia yard after its last drop off. Vehicle Service Hours do not include travel to and from maintenance facilities, changing drivers, downtime for roadcalls, road tests, fueling, vehicle inspections, driver training, and driver lunches and breaks. 8.2 Fuel Expense Reimbursements CITY shall have an option to require CONTRACTOR to provide fuel for all Arcadia Transit vehicles or CITY shall provide fuel for Arcadia Transit vehicles through the CITY's fuel purchasing system. (In the event CITY exercises its option to provide fuel, the AGREEMENT will contain language as follows:) CONTRACTOR shall utilize CITY system for fueling and billing for fuel required for the operation of all Arcadia Transit vehicles. CONTRACTOR shall fuel Arcadia Transit at such location(s) and in such manner as CITY may direct. CONTRACTOR 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. CONTRACTOR shall adjust per hour cost accordingly when CITY fueling facilities are used. (In the event CITY exercises its option to require CONTRACTOR to provide fuel, the AGREEMENT will contain language as follows:) CONTRACTOR shall purchase fuel required for the operation of all Arcadia Transit vehicles utilizing a system, approved by CITY, which accurately records purchase of fuel by fuel type, price per gallon, applicable tax, date, and vehicle number, etc. CONTRACTOR shall provide to CITY the actual monthly fuel 6 usage invoice from said system or vendor detailing each fuel purchase. Fuel costs for the Arcadia Transit system are included in CONTRACTORS proposed cost per hour. 8.3 Invoices; Payment /For Services On or before the 10 day of each month CONTRACTOR shall submit an invoice to CITY, ATTENTION: Transportation Services Officer, itemizing CONTRACTOR'S full and complete performance hereunder for the previous monthly period. Invoices shall be in such form and shall incorporate such supporting documentation as CITY may from time to time require. All payments by CITY shall be made in arrears after the service has been provided. CITY shall pay all reasonable and allowable items in CONTRACTOR'S invoice within 30 days following receipt of such invoice. If CITY disputes any item on an invoice for a reasonable cause, CITY may deduct that disputed item from the payment, but shall not delay payment for the disputed portions. The amounts and reasons for such deletions shall be documented to CONTRACTOR within fifteen (15) working days after receipt of invoice by CITY. 8.4 Failure to Perform Penalties It is acknowledged and agreed that certain performance standards are integral to the successful performance of transportation services. In determining payment to CONTRACTOR penalties for lack of performance may be assessed and deducted from payment of CONTRACTOR'S invoice. CITY may assess penalties of $100 per incident for each day of occurrence that: (1) vehicles(s) in revenue service are not maintained in a clean condition in accordance with contract standards; (2) vehicles(s) in revenue service have not been serviced in accordance with preventive maintenance schedules; (3) vehicle(s) depart from a location prior to the accepted wait time (90 seconds); (4) missed run occurs in which another vehicle arrives more than 15 minutes late; (5) vehicle drivers are not wearing the appropriate uniform; (6) failure to maintain GPPV certification of all Dial -a -Ride drivers and vehicles used in the performance of this contract; (7) failure to complete all required reporting documents; (8) for each complaint or citizen concern in excess of five (5) at any given calendar month, deemed legitimate to the City. The CITY may assess a penalty of $1.00 per vehicle service hour for each tenth of a percent below the 5.2 passengers per revenue hour operating standard excluding the first month of service, July 1999. Prior to the assessment (deduction) of any penalties as described above CONTRACTOR shall be given written notice and an opportunity to respond in writing or orally or by both means within five (5) days of the notice. If 7 CONTRACTOR does not respond, that right is waived. If CONTRACTOR does respond, the CITY Transportation Services Officer shall issue a final decision within three days of the response and shall assess CONTRACTOR accordingly. Nothing herein including the payment of penalties shall constitute a waiver of the CITY'S right to terminate the contract for the same reasons concomitant to the penalties imposed. ARTICLE 9- MAXIMUM OBLIGATION Notwithstanding any provisions of this AGREEMENT to the contrary, CITY and CONTRACTOR mutually agree that CITY'S maximum annual obligation for FY 99 -00 is limited to ($ 851,136), FY 00 -01 is limited to ($ 868,750), and FY 01 -02 is limited to ($886,648), and FY 02 -03 is limited to ($905,113) and FY 03 -04 is limited to ($ 923,863) including amounts payable to CONTRACTOR for his subcontractors, leases, materials, and costs arising from or due to, termination of this AGREEMENT. It is the intent of the parties hereto that said maximum obligation shall be sufficient to compensate CONTRACTOR for services performed for five years at the maximum operating levels (E.g, 26,000 revenue hours multiplied by the base hourly rate and any hours over the base up to 30,000 by the secondary rate), and that said maximum obligation may have to be amended if CONTRACTOR provides services for CITY subsequent to that time period. In the event that the maximum cumulative obligation provided hereinabove is reached, CONTRACTOR shall have no obligation to perform any additional work under this AGREEMENT and, work performed, or expenditures occurred, by the CONTRACTOR over and above the cumulative obligation amount specified above shall be the sole risk of the CONTRACTOR. In the event the CITY does not intend to amend this maximum obligation amount, CITY shall so notify CONTRACTOR by written notice at least one month before the maximum obligation amount specified herein, is estimated to be reached. For purposes of amending this AGREEMENT to provide for additional funding of the maximum obligation amount specified hereinabove, the CITY shall have authority to exceed the maximum obligation if approved by the City Council. ARTICLE 10- OPERATING REVENUES All operating revenues collected by CONTRACTOR are the property of CITY. For the purposes of this AGREEMENT, operating revenues shall include but not necessarily be limited to farebox receipts, ticket and pass sales revenue, and advertising revenues. CONTRACTOR shall be responsible for handling farebox 8 receipts, and pass and ticket sales revenues in the manner discussed in the attached EXHIBIT "A ", Scope of Work, and as necessary for CITY to meet the requirements of State and Federal funding sources. ARTICLE 11- TERM OF AGREEMENT 11.1 Base Term This AGREEMENT shall have a maximum term of five (5) years. This AGREEMENT shall become effective July 5, 1999 and shall continue in full force and effect through July 04, 2004 unless earlier terminated as herein provided. Prior to January 1, 2004 CITY will notify CONTRACTOR of its intent to exercise its option to solicit proposals for the maintenance and operations for the Arcadia Transit system over a period of no greater than five years. 11.2 Month -to -Month Extensions Upon completion of the full term of this AGREEMENT, CITY at its sole discretion may extend the term of this AGREEMENT on a month -to -month basis up to a maximum of three (3) months. CITY shall notify CONTRACTOR of such extensions at least thirty (30) days prior to the termination date of this AGREEMENT. The compensation rates in effect during the last monthly period of the full term of this AGREEMENT shall remain in effect during and such extensions. ARTICLE 12- TERMINATION Either CITY or CONTRACTOR may terminate this AGREEMENT as follows: Termination for Cause (1) City may terminate this AGREEMENT in the event that CONTRACTOR does not comply with any of the provisions and requirements imposed upon it by this AGREEMENT, provided however, that CONTRACTOR shall not be obligated to perform pursuant to this AGREEMENT due to unforeseeable causes or events beyond the control of CONTRACTOR and without fault or negligence on the part of CONTRACTOR. Such unforeseeable causes or events may include acts of federal and /or state governments, acts of the Los Angeles County MTA, and /or CITY, or anyone employed by them, acts of a public enemy, fires, floods, epidemic, quarantine, restrictions, strikes, freight embargoes, public road closures, but in every case CONTRACTOR shall resume performance at the earliest possible date following the cessation of such unforeseen causes or events. CONTRACTOR shall be entitled to no compensation for any service, the performance of which is excused pursuant 9 to this paragraph. In the event that CONTRACTOR is unable to continue operations due to any such cause or event, he shall make a reasonable attempt to so notify Arcadia Transit patrons, including notification to appropriate Arcadia area news media. Whenever CONTRACTOR has knowledge that an actual or potential cause or event may delay or prevent performance of this AGREEMENT, he shall, on a timely basis, notify CITY and thereafter shall continue to report to CITY all relevant information as it becomes known. (2) CITY and CONTRACTOR may terminate this AGREEMENT in the event that funding derived from either Federal, State, County or CITY sources is terminated or reduced to the extent that CITY determines that it is unfeasible to continue Arcadia Transit operations pursuant to this AGREEMENT. In the event of any termination for any of the above causes, the party desiring to effect it shall give the other party ninety (90) days prior written notice of such termination. Such notice shall specify the reasons giving rise to the proposed termination. If the termination is by reason of non - performance, the party failing to perform shall be given fifteen (15) days to correct the specified deficiencies. If the notifying party is not satisfied with the defaulting party's corrective effort it shall be given ten (10) days written notice to the defaulting party of the termination of the AGREEMENT. Under the above circumstances of termination, CONTRACTOR shall be paid any compensation due for Arcadia Transit operations through the date of termination. In the event of termination of this AGREEMENT all pertinent data prepared for the Arcadia Transit operation shall be made available to CITY without additional cost, and all materials, supplies and equipment provided by CITY under this AGREEMENT shall be immediately returned to CITY. ARTICLE 13- GENERAL PROVISIONS 13.1 Conflicting Use CONTRACTOR shall not use any vehicle, equipment, personnel or other facilities which are dedicated to CITY for performing services under this AGREEMENT for any use whatsoever other than provided for in this AGREEMENT without the prior approval of CITY. 13.2 Civil Rights Requirements The Following requirements apply to the underlying AGREEMENT: 10 (1) Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. A 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. A 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. A 12132, and Federal transit law at 49 U.S.C. A 5332, CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, CONTRACTOR agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity. The following equal employment opportunity requirements apply to the underlying AGREEMENT; (a) Race, Color, Creed, National Origin, Sex. In accordance with Title Vii if the Civil Rights Act, as amended, 42 U.S.C. A 2000e, and Federal transit laws at 49 U.S.C. A 5332, CONTRACTOR agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor regulations, "Office of Federal Contract Compliance programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Part 60 et esq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect activities undertaken in the course of the AGREEMENT. CONTRACTOR agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship (b) Age. In accordance with Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. AA 623 and Federal transit law at 49 U.S.C. A 5332, CONTRACTOR agrees to refrain from discrimination against present and prospective employees for reason of age. (c) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. A 12112, CONTRACTOR agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. part 1630, pertaining to employment of persons with disabilities. (3) CONTRACTOR also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 11 13.3 Energy Conservation Requirements CONTRACTOR agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 13.4 Clean Water Requirements CONTRACTOR agrees to comply will all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended 33 U.S.C. 1251 et seq. CONTRACTOR agrees to report each violation to CITY and understands and agrees that CITY will, in turn, report each violation as required to assure notification to the FTA and appropriate EPA Regional Office when the FTA provides Federal assistance. CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by the FTA. 13.5 Clean Air CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. AA 7401 et seq. CONTRACTOR agrees to report each violation to CITY and understands and agrees that CITY will, in return, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office when Federal assistance is provided by the FTA. CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 13.6 Compliance with Laws, Rules, Regulations All services performed by CONTRACTOR pursuant to this AGREEMENT shall be performed in accordance and full compliance with all applicable federal, state, or local statutes, and any rules or regulations promulgated thereunder, including but not limited to, those relative to Civil Rights, Equal Employment Opportunity, Disadvantaged Business Enterprise, Americans with Disabilities Act, Title VI of the Civil Rights Act, Buy American, Environmental Protection, Energy Conservation, Drug and Alcohol Testing Requirements, Charter Service Operations, School Bus Operations, Clean Water Requirements, Recycled Products, No Government Obligations to Third Parties, Program Fraud or Fraudulent Statements, Integrity, Federal Changes, Termination, Privacy Act, Lobbying, Labor Protection and Uniform System of Accounts and Records 12 Reporting System and other laws and regulations applicable to contract utilizing federal funds. CONTRACTOR shall pay all taxes required to be paid by it by any applicable federal, state, or local statute, including the Business License Tax levied by CITY. Further, CONTRACTOR shall secure, on its own behalf, or on behalf of CITY if requested, any and all licenses and permits required by law. CONTRACTOR shall assure that all of its employees operating Arcadia Transit vehicles possess a valid, current and appropriate Class C or B California Driver License with appropriate endorsements. 13.7 Audit and Inspection of Records CONTRACTOR agrees that the CITY, the Controller of the State of California, Federal Transit Administration (FTA) and the Los Angeles County Metropolitan Transportation Authority (LACMTA), or any of their duly authorized representatives, shall, for the purpose of audit and examination, be permitted to inspect all work, materials, payrolls, and other data and records, and to audit the books, records, and accounts relating to the performance of the AGREEMENT. Further, CONTRACTOR agrees to maintain all required records for at least three (3) years after CITY has made final payment and all other pending matters are closed. 13.8 Sale or Transfer CONTRACTOR agrees that it will not sell, assign or transfer in whole or in part any right, title or interest it possesses by reason of this AGREEMENT to any other person or entity without first obtaining the written consent of the CITY to such sale, assignment, or transfer. In the event of any violation of this Section, CITY may immediately terminate this AGREEMENT. 13.9 Binding This AGREEMENT shall be binding on the assigns, transferees, successors, heirs, trustees, executors and administrators of the parties hereto. 13.10 Severability In the event any provision of this contract is declared or determined to be unlawful, invalid, or unconstitutional, such declaration shall not affect, in any manner, the legality of the remaining provisions of the contract and each provision of the contract will be and is deemed to be separate and severable from each other provision. 13 13.11 Notice All notices hereunder and communications with respect to this AGREEMENT shall be effective upon the mailing thereof of registered or certified mail return receipt requested. 13.12 Attorney Fees In the event it is necessary to institute litigation to enforce any of the terms and conditions of this AGREEMENT, the prevailing party in any such litigation shall be entitled to an award of costs and reasonable attorney's fees, as determined by the court. CITY: City of Arcadia 240 W. Huntington Drive Arcadia, CA 91066 Attn: City Manager IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed on the day and year listed above written. CITY OF ARCADIA City Manager Approved . s tp Form C ty At orne ATTEST CONTRACTOR: R & D Transportation Services 714 South Date Street Alhambra, CA 91803 Attn: Dave Daley By: CONTRACTOR Ap•r•ved .s to Form ontractor Attorn y 14