HomeMy Public PortalAboutAgreement_6/6/2017to 6/30/2017_Southland Transit, Inc._Dial A Ride, 2nd amendment updating insurance requirements_17-003CSECOND AMENDMENT TO
AGREEMENT TO PROVIDE SERVICES
by and between
the
CITY OF TEMPLE CITY
and
SOUTHLAND TRANSIT, INC.
Dated June 6, 2017
0
SECOND AMENDMENT TO AGREEMENT TO PROVIDE SERVICES
This Second Amendment to Agreement to Provide Services ("Second Amendment"),
which is dated for reference as indicated on the cover page, is hereby entered into by and
between the CITY OF TEMPLE CITY, a California charter city ("City"), and SOUTHLAND
TRANSIT, INC., a corporation ("Service Provider"), as follows:
RECITALS
A. City and Service Provider entered in a three-year Agreement to Provide Services on May
6, 2014 ("Agreement"). The Agreement provides that Service Provider will provide
complete Dial -A -Ride transportation services for and on behalf of City from July 1, 2014
through June 30, 2017.
B. City and Service Provider approved a First Amendment to the Agreement on August 4,
2015 to cover additional costs associated with extending the hours of operation of the City's
DAR transportation program on Saturdays and Sundays.
C. Section 1 of the Agreement (TERM OF AGREEMENT) provides that the Scope of
Services, set forth in Exhibit "A" shall be completed pursuant to the schedule specified in
Exhibit "A". Exhibit "A" allows for the Agreement to be extended for an additional two
years, at one-year intervals upon mutual agreement by both parties. Service Provider has
provided a quote for a one-year extension of the Agreement.
D. This Second Amendment amends Section 4 (a) to provide that the compensation for year
four (one year extension) will be $59.30 per hour, not to exceed $480,923.
E. This Second Amendment also amends Section 16 of the Agreement to modify the
indemnification terms so that they will comply with new standards required of the City
by its insurers.
F. This Second Amendment finally amends Section 17 of the Agreement to modify certain
language related to insurance to better comply with standards required of the City by its
insurers.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this Second Amendment which modifies and amends the Agreement
as follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 Compensation and Method of Payment. Section 4 (a) of the Agreement is
hereby amended as follows:
Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amount specified in Exhibit "B" Compensation and
RIV #4840-1328-2571 v1
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made a part of this Agreement. The total compensation, including
reimbursement for actual expenses shall not exceed $480,923 unless
additional compensation is approved in writing by the City Council or
City Manager.
1.2 Indemnification. Section 16 of the Agreement is hereby amended to read
as follows:
(a) Indemnification for Professional Liability. Where the law
establishes a professional standard of care for Service Provider's services,
to the fullest extent permitted by law, Service Provider shall indemnify,
protect, defend and hold harmless City and any and all of its officials,
employees and agents ("Indemnified Parties") from and against any and
all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened,
including attorneys' fees and costs, court costs, interest, defense costs, and
expert witness fees) arise out of, are a consequence of, or are in any way
attributable to, in whole or in part, any negligent or wrongful act, error or
omission of Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers,
agents, employees or sub -Service Providers of Service Provider, in the
performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than
in the performance of professional services and to the full extent permitted
by law, Service Provider shall indemnify, protect, defend and hold
harmless City, and any and all of its employees, officials and agents from
and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged
or threatened, including attorneys' fees and costs, court costs, interest,
defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the
performance of this Agreement by Service Provider or by any individual
or entity for which Service Provider is legally liable, including but not
limited to officers, agents, employees or sub -Service Providers of Service
Provider.
(c) Indemnification from Sub -Service Providers. Service Provider
agrees to obtain executed indemnity agreements with provisions identical
to those set forth in this section from each and every Sub -Service Provider
or any other person or entity involved by, for, with or on behalf of Service
Provider in the performance of this Agreement naming the Indemnified
Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service
Provider agrees to be fully responsible according to the terms of this
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section. Failure of City to monitor compliance with these requirements
imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth herein is binding on the successors, assigns or heirs of
Service Provider and shall survive the termination of this Agreement or
this section.
(d) Limitation of Indemnification. Notwithstanding any provision of
this section to the contrary, design professionals are required to defend and
indemnify the City only to the extent permitted by Civil Code Section
2782.8, which limits the liability of a design professional to claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section
2782.8, is limited to licensed architects, licensed landscape architects,
registered professional engineers, professional land surveyors, and the
business entities that offer such services in accordance with the applicable
provisions of the California Business and Professions Code.
(e) City's Negligence. The provisions of this section do not apply to
claims occurring as a result of City's sole negligence. The provisions of
this section shall not release City from liability arising from gross
negligence or willful acts or omissions of City or any and all of its
officials, employees and agents.
1.3 Insurance. Section 17 of the Agreement is hereby amended as follows:
Service Provider agrees to obtain and maintain in full force and effect
during the term of this Agreement the insurance policies set forth in
Exhibit "C" "Insurance" and made a part of this Agreement. All insurance
policies shall be subject to approval by City as to form and content. These
requirements are subject to amendment or waiver if so approved in writing
by the City Manager. Service Provider agrees to provide City with copies
of required policies upon request.
2.
GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in
this Second Amendment, the Agreement remains in full force and effect and binding upon the
parties.
2.2 Integration. This Second Amendment consists of pages 1 through _
inclusive, which constitute the entire understanding and agreement of the parties and supersedes
all negotiations or previous agreements between the parties with respect to all or any part of the
transaction discussed in this Second Amendment.
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2.3 Effective Date. This Second Amendment shall not become effective until
the date it has been formally approved by the City Council and executed by the appropriate
authorities of the City and Service Provider.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective
terms and provisions. All defined terms utilized in this Second Amendment have the same
meaning as provided in the Agreement, unless expressly stated to the contrary in this Second
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
CITY:
THE CITY OF TEMPLE CITY
By: Bryan Cook, City Manager
ATTEST:
Peggy u , rty Clerk
APPRO D AS TO F
Eric S. i ity Attorney
KIV #4840-1328-2571 v1
SERVICE PROVIDER:
SOUTHLAND TRANSIT, INC.
By:
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NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
RIV #4840-1328-2571 v]
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❑ Partner(s)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
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Name And Title Of Officer (e.g. 'Jane Doe. Notary Public')
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who proved to me on the basis of satisfactory evidence to
be the person(s)- whose name(s) is/afe subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/hef/their authorized capacity(les),-
and that by hisf#e eir signature>;s) on the instrument the
persor(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand : n. official seal.
OP IONAL
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Though this section is optional, completing this information • -n deter alt: rnation of the document or fraudulent
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CAPACIT(IES) CLAIMED BY SIGNER(S)
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Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
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SUSAN TUSING
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Notary Public - California z�
Los Angeles County
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Name And Title Of Officer (e.g. 'Jane Doe, Notary Public°)
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EXHIBIT "A"
SCOPE OF SERVICES — DIAL -A -RIDE SERVICES
Service Provider (Southland Transit, Inc.) shall provide complete dial -a -ride transportation
services for and on behalf of the City, as identified in the Request for Proposal and as stated in
the proposal submitted by the Service Provider dated March 7, 2014, which is incorporated by
this reference.
Scope of Services, including services, work products, and personnel, are subject to change by
mutual Agreement. Service Provider shall perform this Scope of Services for a three-year term
starting July 1, 2014 through June 30, 2017. Upon mutual agreement by both parties, City and
Service Provider may extend this Agreement for an additional two years at one-year intervals.
The City places a strong emphasis on customer satisfaction as many users depend on these
services for mobility. Service Provider is expected to provide excellent and helpful
customer service at all levels. Service Provider shall keep records of all complaints
(whether determined to be valid or not) and shall provide to the City, on a monthly basis, a
log detailing at a minimum, the nature of the complaint, Service Provider's investigation
and findings in regards to the complaint, and Service Provider's follow-up/response to the
complaint. Service Provider shall meet with City staff at least one time each year of the
contract period to discuss trends, ongoing issues and concerns, and customer satisfaction.
EXHIBIT "B"
COMPENSATION
I. The City will compensate Service Provider for the Services performed upon submission
of a valid invoice. Each invoice is to include:
A. Line items work performed including the number of hours worked and the hourly
rate.
B. Line items for all supplies properly charged to the Services.
C. Line items for all equipment properly charged to the Services.
II. The City shall pay Service Provider to perform the services provided for herein as
follows:
$59.30 per hour not to exceed $477,958 per year
Additional services as required by City, up to 50 hours per year, shall be provided at a
rate of:
$59.30 per hour not to exceed $ 2,965 per year
The total compensation for Services shall not exceed $480,923.
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and
Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall
provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
as:
X Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
X Automobile Liability. Service Provider shall maintain automobile insurance at
least as board as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Service Provider arising out of or in
connection with work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles.
X Workers' Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service
Provider and all risks to such persons under this Agreement.
Professional (Errors and Omissions) Liability. Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written
on a "claims made" basis, and must include coverage for contractual liability.
The insurance must be maintained for at least three (3) consecutive years
following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period, Service Provider shall
annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement. Any policy
inception date, continuity date, or retroactive date must be before the effective
date of this agreement and Service Provider agrees to maintain continuous
coverage through a period of no less than three years after completion of the
services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $1,000,000 per occurrence,
$2,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $5,000,000 combined
single limit for each accident.
(3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $1,000,000 per
occurrence and Employer's Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $1,000,000 per claim and in the
aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended, voided, cancelled by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notice by certified mail, return receipt requested, has been
given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
(2) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains
to a given issue and is not intended by any party or insured to be all inclusive, or to the
exclusion of other coverage, or a waiver of any type. If the Service Provider maintains
higher limits than the minimums shown above, the Agency requires and shall be entitled
to coverage for the higher limits maintained by the Service Provider. Any available
insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the Agency.
(4) Coverage provided by the Service Provider shall be primary
and any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency's own insurance or self-insurance shall be called upon to protect is as a named
insured.
(5) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1. Service Provider shall furnish certificates and endorsements from
each subService Provider identical to those Service Provider provides.
2. Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self -insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.