HomeMy Public PortalAboutAgreement_5/6/2014to 5/6/2017_Southland Transit, Inc._Dial-A-Ride_ATTACH f1 ENT A
AGREEMENT TO PROVU)E SERVICES
By and I etween
Ti E CITY OI+ TEMPLE CITY,
a murk il }tI corporation.
and
SO[ITIILAND TRANSIT, INC.
a corporation
:a4 ,�t 1 ,,s ;.,�, ,i
AGREEMENT TO PROVIDE SE:RV I:C S
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
OU1 HLANIJ TRAWL', 1T, INC..
"This Agreement to Provide Services ( 'Agreement `) is entered into as of this CO day of
, 2014 by and between the City of TEMPl.E CITY, a municipal corporation t'`C
and. Southland Transit, Inc., a corporation ("Service Provider") City and Service Provider are
sometimes hereinafter individually xztcrred to as"Party—' and hereinafter collectively referred to
as the "Parties."
REC.I'I"A.LS
A. City has sought, by issuance of a Request 'Or Proposals or Invitation for .Bids, (lac
performance ofthe services defined and described particularly in Section 2 of this Agreement_
B. Service Provider, hollowing submission of a proposal or bid for the performance
o['the services defined and described particularly in Section 2 of this Agreement, ,vas' selected by.
the City to p .rtorm those services,
C. Pursuant to the City of Temple City's Municipal Code, City has author
into this Agreement and the City Manager liar authority to execute this Agreement.
to•e
r
I). The Parties desire to fhrmalize the selection of Service Provider for performance
of those services defined and descrihed particularly in Section 2 of this Agreement and desire
that the terms of thatperformance be as particularly defined and described. herein.
OPERATIVE PROVISIONS
NOW, THEREFORE_ (1 RI FORE_ in consideration of the mutual promises aid covenants made by
the Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged. the parties agree as follows:
SECTION". TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement,
the scope of services set forth in Exhibit ibit .:.A "Scope of Services" shall be. completed pursuant to
the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to
that schedule, the Service Provider shall be deemed to be in Default of this .\g.reement pursuant
to Section 21 of this Agreement. The City, in its sole discretion. may choose not to enforce the
l:)ei ault provisions of this .Agreement and may instead allow Service Provider to continue
performing the scope of'services until such services are complete.
-I -
SECTION
SERVICES.
Service Provider agrees to perform the seritces set forth in Exhibit "A" "Scope of
Ser ices"' and made a part of this
SECTI(
ADDITIONAL SERVICES
Service Provider shall not he compensated litr arcs rvices rendered in connection with
its performance of this Agreement which are in addition to or outside of those set forth in this
Agreement or listed in Exhibit 'A" "Scope of Services,'' unless such additional servic
authorized iu advance and in vv-ridng by the City Council or City Manager of City.
Provider shall be compensated for any such additional services in the amounts and in the
agreed to by the City Council or City Manager.
SECTION 4. COMPENSATION AND ME'l'FiOI) OP
(a) Subject to any limitations setforth in this Agreement. Girt
Provider the amounts specified in Exhibit "13" "Compensation'' rand n
Agreement. The total compensation, including reimbursement for actual expenses. shall not
exceed one million, two hundred ninety thousand, seven hundred and live dollars (Si .705)
over three years (i.e., $413.306, $429,876 and $442,123 for years one, two and three
respectively) unless additional compensation is approved in writing by the City Council or City
Manager.
(b) Each month Sew ice Provider shall furnish to City an original invoice for all work
armed and expenses incurred duringg the preceding month. line invoice shall detail charges
by the following categories`. labor (hy sub -category), travel, materials, equipment, supplies, and
sub -Service Provider contracts. Stub Service Provider charges shall be detailed by the following
categories: labor, travel, materials, equipment and supplies. City shall independently review each
invoice submitted by the Service Provider to determine whether the work performed and
expenses incurred are in compliance with the provisions of this Agreement. In the event that no
charges or expenses are disputed. the invoice shall be approved and paid according to the tern
set forth in subsection (c). In the event any charges or expenses are disputed by City, the or
invoice shall be returned byCity te, Service Provider for correction and resubmission.
as to any charges for work performed or expenses incorrect by Service
Provider which are disputed by City, (.. lit= will use its best efforts to cause Service Provider to be
et and undisputed invoice.
hill
paid within Forty-five (45) days of receipt
(d)
o Service Provider for
not he deemed to waive any defects in work pert
led pUI:srn
ice Pro\
SECTIONS. INSPECTION AN11 PIN'AL ACCEPTANCE
aspect and accept or reject any of Service Provider's work under this
Agreement. either during pertounance or when completed. City shall reject or finally accept
Service Providers work vv-ithin sixtv (60) days after Slilrniiued to t i. City shall reject work by
a timely vvrttten explanation. otherwise Service Provider's work shall he deemed to have been
accepted. City's acceptance shalI Ive condo
defects_ fraud and such gross mistakes as amount to fraud,
Provider's work by City shall not constitute a waiver of any of
n�ltiding, but not limited to, see
respectively.
OWNERS!
All original maps, models, desig
-muter tiles, tiles and other d
der in the course of pro idmg at
erty of City and may be used, reused
permiss on (>i the Service Provider. Upon complet
mcat, Service Provider shall turn over to City a
drrwings. photographs_ studies, surveys, reports, data,
documents.
i and 17. pertaining to iladenr
)OCUYIE TS.
h resne
e of
ns of this
and it
s, drawings. photographs, sttdi s. surreys, reports, data.
cuments prepared, developed or discovered bs Service
ices pursuant to this Agreement shall become the
disposed of by City without the
expiration or termination o1' this
such original
totes, computer files, tiles and other
maps, models_ designs.
If and to the extent that City utilizes for any purpose not related to this Agreemet
designs, drawings, photographs, studies, surveys, reports, data, notes, con
or other documents pre pared, developed or discovered by Service Provider in tl
course of providing any services pursuant to this Agreement, Service Provider's guatantees and
warrants related to Standard of Performance and found in Section 9 of this Agreement shall not
extend to such use of the maps, models, designs, drawings, photographs, studies. surveys,
reports, data, notes, computer files, files or other documents.
SEC
SERVICE PROVIDER'S BOOKS' AN RECORDS.
(a) Service Provider shall alai
or relating to Service Piovidex's performance of servie
Provider shall maintain any and all ledgers, books of ace(
checks, or other documents or records evidencing or retain.
disbursements charged to City pursuant to this Agreement.
records shall be maintained in accordance with generally accepted accounting principles and
shall be sufficiently complete and detailed so as to perrnit an accurate evaluation of the services
provided by Service Provider pursuant to this Agreement. Any and all such deem 111 or
records shall he maintained for three years from the date of execution of this Agreement and to
the extent required by laws relating to audits of publicagencies and their expenditures,
d records demonstrating
Agreement. Service
chers., canceled
services, expenditures and
Any and all such documents or
(b) ltry and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during t
business hours, upon request by City or its designated representative. Copies of such (locum
or records shall be provided directly to the City for inspection- audit and copying when it is
practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and
records shall be made available at Service Provider's address indicated for receipt of notices in
this Agreement.
be n
section mar be lost of
belies that any of the documents or records repaired to
ed due to dissolution or termination
of
documents or
the requesti
its successors -1i
x's business. City may, by unites request. require that cusiodv
ids be given to the City and that such documents and records be maintained k
Access to such documents and records shall be granted to Cdty, as well as to
crest and authorized representatives.
SECTR')N 8. STATUS OF SERVICE PROVIDER.
(a) Ser ice Provider is and Shall at all times remain a who].
and not an officer, employee or agent of City. Service Provider shall have
City in any mamner. nor to incur may' ribhgation, debt or liability of any
against City, whether by contract or otherwise, unless such authority
this AGREEMENT orisotherwise express} y con -RA inwriting b} City_
(bi
Provider shall a
City, nor any el cc
have control over the conduct of Service Provider or any of Service Provider's officers,
employees, or agents except as set forth in this Agreement. Service Provider shall not at any
time or in any manner represent that Service Provider or any of Service Provider's officers.
employees_ or a,euts ate in any manner o11wtalt officers, employees or agents of City.
mini the sc
times nder Service Prov-i
d or appointed boards, officers, of
.pendent contractor
0 authority to bind
n behalf of or
tferred under
thi f of Service
rxclusive direction and control. Neither
employees or agents of City, shall
(c) Neither Service Provider,
shall obtain any rights to retires
otherwise accrue to City's employees.
Provider may have to any such rights,
r any of Service Provider's officers, employe
health care or any other benefits which
es any claim Ser
SECTION 9. STANDARD OF PERFORMANCE
Service Provider represents and warrants that it has the gatelike
facilities necessary to properly perform the service. requir d under this Agreement in a t
competent and professional manner. Service Provider shall at all tinges lbithful.ly, competently
and to the best of its ability, experience and talent, perform all services described herein. it
meeting its obligations under this Agreement, Service Provider shall employ,
generally accepted standards and practices utilized by persons engaged in providing service
hurler to those required of Service Provider under this Agreement,
if and to the extent that City utilizes for any purpose not related
maps, models, designs, drawings, photographs, studies, surrey . reports tare, notes,
tiles, files or other documents prepared, developed or discovered In' Service Provider in
course of providing any services pursuant to this Agreement, tier -ice Prov rder's guarantees and
warranties related to Standard of Performance shall not extend to such use of the maps, in odds,
designs, drawings, photographs, studies, surveys. reports, data. notes, computer tiles, tiles or
other documents.
SECTION 10, COMPLIANCE WITH APPLICABLE LAWS: PERMITS AND
LICENSES.
Service Provider shalt keep itself inhnrnied of and campy with all applicable federal,
state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of
this Agreement. Service Provider shall obtain any and all licenses, permits and authorizations
necessary to peribrin the services set forth in this Agreement. Neither City, nor any elected or
appointed boards, officers, officials, employees or agents of City, shall be liable, at tiny or in
equity, as a result of any failure of Service Provider to comply with this section.
SECTION 11. PREVAII_1NV WAGE LAWS
It is the understanding of City and Service Prov iilerthat Califbr nix prevailing wage laws
do not apply to this Agreement because the Agreement does not involve any of the following
services subject to prevailing wage rates pursuant to the California Labor Code or regulations
promulgated thereunder: Construction, alteration, demolition, installation, or repair work
performed on public buildings, facilities, streets or sewers done under contract and paid (hr in
whole or in part out of public funds. In this context, "construction" includes work performed
during the design and preconstruction phases of construction including_ but not limited to,
inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall m
race, color, religious creed.
condition or marital status in connec
scriminate, in any way, against any person on the basis of
I origin, ancestrt, sex, age. physical handicap, medical
iih or r fated err the perliirmatice of this Agreement.
SECTION 13. UNAU'T}IORIZEII ALIENS.
Service Provider hereby promises and agrees to
Federal Immigration and Nationality Act, fl
therewith, shall not employ unauthori2
eider so employ such unauthorized aliens fin
red by this Agreement, and should the any liability or sanctions be imposed against C
such use of unauthorized aliens_ Service Provider hereby agrees to and shall reimburse City
the cost of all such liabilities or sanctions imposed, together with any and all costs, inctu
attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
ply wi
101:
ons of the
ided, and in
liens as defined therein. Should Servi
-- -sce of work and`or services
(a) Service Provider cocentutts that nei Le it, nor any officer or principal of its firm,
has or shall acquire any interest, directly or indirectly, which would conk id in any manner with
the interests of City or which would in any way fonder Service Prot ider's performance of
services under this Agreement. Service Provider further covenants that in the perlbrntanee of
this Agreement, no person having any such interest shall he employed by it as an officer,
employee, agent or subcontractor without the express written consent of the City Manager.
Service Provider agrees to at all times avoid conflicts of interest or the appearance of any
conflicts of interest with the interests o1 City in the performance of this Agreement.
(to
City understands and acknowledges that Service Provider is
his Agreement. independently involved in the
rwrrass>:.roaass
n
he date of
n -related services
1 agencies and private parties. Service Provider is unaware or any stated
rc to such projects. Any tune position of City ou such projects shall not
et of interest for purposes of this section.
related se
the scope of work under tl
conflict of interest for purpos
id acknowledges tt
final agencies an
greement. Any such
'ion.
SECTION 15. CONFIDENTIAL INFORM
(a)
performance of
public domain
disclose any su
written authonza
cc
ire parr
ure set
rider will, perform non-
sI
t'ing e completion of
h nut be considered to
th
N; RELEASE EASE (3F INF(
ration gained or work product produced by Service Provider in
em shalt be considered confidential, unless such information is in the
ly known to Service Pro der. Service Provider shall not release or
ition or work product to pet
:tong the City Manager, except as egad be required by law.
(h) Service Provider. its officers. employers. agen
ut prior written authorization from the C
Attorney of City. voluntarily provide declaratioi
response to interrogatories or other information concerning
ant. Response to a subpoena or court order shall not be on
cc Provider gives City notice of such court order or subpoena.
(c) If Service Provider, o
Provider, provides any informatio
shall have the right to reimbursen
costs and fees, including attorneys
conduct,
ro 'I I
or subcontractors, shall not,
unless requested by the City
RionV' al depositions,
he work performed under this
sidered "'toher'ttary provided
iy officer, employee, rite
work product in violatio
indemnity from Sery
[used by or incurred as a rcp
v tc ter s eau pro
cull } ees. agents or subcontractors be
of c over on. request for documents, intent
request, court order or subpoena from
pertorated thereunder. City retains the right,
or he present at any deposition, hearing of
cooperate fully with City and to provide City tv°ith the opportunity to review any response to
discovery requests provided by Service Provider. Howev=er, this right to review any such
response does not imply or mean the right by City to control, direct, or rewrite said response.
lie
Icp
green
er for
f Sery
h Service Prov id
ummons, compl
tortes, request for admission
arty regarding this Agreement and the work
it has no obligation, to represent Service Provider
u' proceeding. Service Provider agrees to
SECTION 16. INDEMNIFICATION.
lei
>Ilic
liabilities, damages,
caused in whole of
Indemnification for Professional Liability, Where the law establishes a
idard of care liar Service Provider's Services, to the fullest extent permitted by
protect, defend and hold harmless City and any and all of
"Indemnified Parties-) from and against any and all losses,
nd expenses, including attorney's fees and costs to the extent same are
❑ part fir any negligent or wrongful act, error or omission of Service
performance of pr
shall indemn t
officials and a
arbitration proca
costs of any kin
costs, interest,
consequence of, o
\g'cement
le ally liable. inel
e
Provider, its officers, agents, em
Service Provider shall hear the 1
under this Agreement.
ees or sub Service Providers tot any entity or individual that
1 hahility thereof) in the performance of prol`essiona
(b) Indemnification for Other than1'rof`essional 1 iability, Other that
aid services and to the f ll esrent permitted by law, Service Provider
defend and hold harmless City, and any and all u1' its employees,
and against any liability (including liability for claims, suits, actions,
flogs, administrative proceedings, regulatory proceedings, osses, expenses or
whether actual, alleged or threatened, including attorneys fees and costs, court
se costs, and expert witness lees), where the same arise out oil are a
re in any way, attributable to, in whole or in part, the performance
Provider or by any individual or entity Mr which Service Provider is
but not limited to oftic agents. emp o ees or sub -contractors of
General IndemnificationProvisions, Service. Provider agrees to obtain executed
indemnity Agreements with pro isions identical to those set forth here in this section from each
and every sub -contractor or any other person or entity involved by, for, with or on behalf of
Service Provider in the performance of this Agreement. hi the event Service Provider fails to
obtain such indemnity obligations from others as required here, Service Provider agrees to be
responsible according to the terms of this section. Failure of City to monitor compliance
equirements 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 here is
binding on the successors, assigns or heirs of Service Provider and shall survive the termination
of this Agreement or this section.
(d) i,inaitation nt Indemnification. tiotvvr[hsianding any provision of this Section 16
:flak nil -Nation] to the contrary, design professional: arc required to defend and indemnify' tl
City only to the extent permitted by Civil Code Section 2782,8_ which limits the Iiabiluv
design professional to claims, suits, actions, arbitration proceedings, administ ati e proceedings,
regulatory proceedings, losses, expenses or costs that arise out oil 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) The provisi« r
sole negligence, 'I lie provisions of th
~gross negligence or willful acts or om
agents.
SECTION 17.
Service Provider
this Agreement the insurance policies set
Agreement. All insurance policies shall he sub'
nation
section s
apply to claims oceun'ing as a result of
rlease Cite frown liability
amv and all of its officials, employees and
effect during the term of
and made a part of this
form and content.
f here ref
Manager. Ser
SECTION I8.
rt
provide
ider are
. City has an interest nt the qualifications ofand capability of the persons and ent
will fulfill the duties and obligations imposed upon Service Provider under this i
In recognition of that interest, Service Provider shall not assign or transfer this Agreemen:
portion of this Agreement or the performance or am of Service Pros icieI's duties or obligations
under this Agreement without the prior written consent of the City Council Any attempted
assignment shall be inel eetive, null and void, and shall constitute a material breach of this
entitling City to any and all remedies at law or in equity. including summary
City acknowledges, however. that .
his Agreement. may utilize ,ubeo
lve.d rn yyt'ttin'e by the City-
licies upon request,
"em'mnianor,
performance
SECTII/N 19..
contin
required under this Agreement. Service 1'royi
Provider's staff and subcontractors, if any assignee
r\+greement, prior to and during any such perfonuance.
CONTIN(UFI'Y OIL' PERSONNEL.
Seri ice Prov-idei shall make
effort to maintain the ste
ifnb assigned to perform the servi
l notify City of any changes in Service
rform the services required under this
SI CTION 20. TERMINATION Of AGREEMENT,
ta)
t 0i days
cut.
ion to tier\
hall cease inutiedit
(1) Service Provider mat' terminau
lays v mitten notice of termination to City.
c)
;Agreement, then.
terminate this rAgreemen
(ft) tipoi
property belonging
returned to City.
expenses ineurrei
final invoice skid
Agreement.
veiusively to Cie}
vice Provider' shall Ci
Service Prr�rr�ter. pre
rev
SEC HON 21. DEFAULT.
1n the ctc`r
all not. hi
perlbrmed at
r without
Provider_
in progress.
t any' time t>
event such no
irreement for cause at an
T(}
hir11`
blieation under tl
s. either Service Provider, or City may
ce,
e Provider or City_ al
possession
r work perform;
ion 4 of this <irsreement. This
t rrth in Section 4 el this
•Ludt under the tenus C
compensating S
nstead, the ('it. may give no
orecn c
lifer ;or rrn
dethult and the reasons for the default. The notice shall inch
Provider may cure the default. This thud-rame
extended. though not reduced, if circumstances
Provider is in default, the City shall hold all
proceed with payment on the invoices. in the alteinan
elect to pay some or all of the outstanding invoices dt
Provider does not cure the default, the City may take neccs
under Section 20, Any failure on the part of the City is
delhult shalt not he deemed to result in it tw° dike of the C'i
naoyi=xrn cif thi eni
SECT.'
Proyidet
of Cedera
embargo
adjus
SECTI(
I not b
si
Teal got em men
unusually severe weather.
`or any delays due to su
COOPER N, fION BY CITY.
All public inforniati
City as public records, anc.
Exhibit "A" `Scope of Seta,
to facilitate, without undue d
SECTION 24. NOTICES.
IC:LS.
port
c
}rail lac furnis1
heworktohe
rods, ill
USABLE DELAYS.
hueli'ame in tih ch Service
veto- (0) day butmay be
During the petit)d of ihaue that mSort ice
nd shall, when
e C'it tna discretion.
ice
Il
1 the pert
arS- steps to
ts.
e liable for damages. includin
zilure to perlorn due to causes
e not limited to, acts of Cod,
acts on City,. court orders. tit
the deist
v. in its sole
f default_
'm inateihb
`the Service
liquidated lama
aid the control of Sera)c
as of the public enemy.
Is. epidemics. stet
his 1 tic env shall be
the ircork
yid er in ei
d under this Agreen
Il notices required or permitted to he given under this Agreement Shalt be in 1
_. personally delivered, of sent by telecopiet' or certified au€rd, postage prcfaati I
addressed as toll
lde inailc or. iI
Postal Ser.... ice.
"To Service Pn
i led. three t3'
City ofl emplc tat}
Attn: City Manager
97f 1 Las Tunas Dr.
Cemple City, Cl 91780
h `tra lancl nsit. Ir
t I'ransue_ Vice
I.itell Ave.
'A 91731
O
c on the date person<illw: dclii
dchosit of tlae game in the enss
liable to
d in the
able way
void.
SECTION 25.
'I -he person or p
rat he/slice/the)
he peribr:
le
SEC t ION 26.
This Am
desivgnated
Manager shal
Agreement o
or make a eat
e
SECTION 27.
SECTION 28.
cent
n
TO EXECUTE.
this Agreement c
authority
bligations hereunder.
keeute thi
ADMINISTRATION AND IMPLEMENTATION.
admini store
rt
the City s
mitment of additional
all require the prior approva
HINDI
I be i?itidi
anti,
lent and to hiad
d and executed by the City Manager or his or her
I of this Agreement by the City Council. The City
atinns and to make minor amendments to this
tot materially change the Agreeinen
All other changes, modifications, and
M 3T ON OF Ac;R. F
No amendment to or modification of this A
ed by the Service Provider and by th
modifications cannot t
SECTH)N 29.
Agreement
any party o
other provi
Agreement. Acceptance by City o
a waiver of any of the provisions o
\VAIVEf
,cu tors. administra
TAT.
hall he valid a
Council,
Id that anP. atte
r of any other term.
s of this Agreement
ubsequent breach or
greement.
ON 30. LAW TO GOVERN; VENUE.
I be interpreted. construed and go
State of Calitornia, iu the cvcut oi' litigation between the panics,
usiv-ely in the County of I os ,fin eles. California. in the eccut of Ii
ict Court. venue shall lie exclusively in the Cervical District of Cafitbrnia. in
conditit
nndition. cn
c
it
rr shall be
covenant. Waiver by
tute a wan
my provision
shall not con
SECTION Al, ATTORNEYS FEES, COSTS AND EXPENSES.
in the er.cutlitigation or other proceeding
oI thl� ti�_TI"C:d eat. the llrevaili
ng h arty In such litigalii
anlorce 0
of the
its shall
a U.S.
s 'vnreles.
the
n
an award of reasonable attorney's Ices, costs and expenses, in addition to any other relief to
which it may be entitled.
SECTI(:).N 32.
IRE AGREEMENT.
This Am -cement. including the attached Exhibits "/ " throat h "C", is the entire, complete,
final and exclusive expression of the parties with respect to the matters addressed therein and
supersedes alt other Agreements or understandings, whether oral or written, Or entered into
between Service Provider and City prior to the execution of this Agreement. No statements,
representations or other Agreements, whether oral or written, made by any party which are not
embodied herein shall. be valid and binding No amendment to this Agreement shall be valid and.
binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 33. SEVERAL —H I TY.
.l.f any term, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to he invalid, void or unenforceable, the remaining provisions of
this Agreement Shall not be affected thereby and the Agreement shall be read and construed
without the invalid, void.or un:enfbrceable provision(s).
IN WITNESS WHEREOF, the parties hereto have executed this greement on the date
and year .First -above written.
Peggy Kuo
City Clerk
APPRC)VEI) AS T( FO
By:
Eric S.
City Attorney
§-: sn 9 I.
CITY OF TEMPLE CITY
By: �6-rw(-8- pC.,
Donald E. Penman
Interim City Manager
Its
S»4 » - -
\CRs: d 9
�ZAI71,10
#Rre SERVICE PR I 2'S
AND APPROPRIATE ATTESTATII
,Ei REQUIRED THE BYLAWS,
01111 14 silty OR
DEVELOPER'S BUSINESS ENTITY,
I
AL
CLEOF
Im«S
NOr m7
ED M
RP() mx
'LICABLE
1
,IFi')RNIA ALL-PU}'OSE ACKNOW
STATE OF CALIFORNIA
COUNTY OF Lc) 5 AAge(eS,
-5144-1
On'. 5....-� --J y .... before r»c, .y eihi R�rsott�xilfp>e 3/TEtam91d , 1proved tit me on
1. the 1 asU o1 satisactk idence to be the person(s) tt'isose natty (s) is/are subscribed to the \+ithin iristIu!nent and
twicdg ed to Inc that he she the. es cut d the same in hisTier:tl1eir atttltori;red capacityties1. and that by
his/her/their signature(S) On the instrument the person {,$)., Or that entity upon behalf of which the personts) a.ted:
su<cuted the instrument.
I. certify under .PENALTY OF Pi.E;I1:_iRl` under the lags tit the State o1' California that lire forcgoinc' paara traph is
true and correct.
WITNESS my hand ;1t1
Si,?palm-
JOHN E. QUINTANILLA
Commission # 1995494
Notary Public - California
Los Angeles County
Comm. Expires Oct 26, 2016
OPTTC)N t:
Though the data below is not required E� ` i ts, if may pro v , aluatble t: m persons relying on the document and CO uk.l
preventt'raudul :rit reattachment of this lot a
CAPACITY CLAIMED t31' SIGNER
INDIVIDUAL
CORPORATE OFFICER
'FI'I'LE(S)
El PARTNFR.1'St ❑ L'114i -ED
❑ GENERAL
ATTORNEY -IN -FACT
TRUSTEE(S)
C:it. AR_DIANiCO SE1 '.A l O t
OTHER
SIGNER IS REPRESENTING:
t,N...\11: (ml PERSON(S) OR I::N I 1 11'lit ))
F
TION OF :A tTA
LP. OR
D DO L'ME
(PP 01- DOCI
DA l E OF C)C)C.`11`+uf: N I
ti -MB OF PAGES
T
SIGNER(S) OI`l1Eit I IIAN NA 11-1) ABOVE
CALLFORNIA ALL4Iii7POSE
ST P 1 .1.. OF CALIFORNIA.
C',OUNI:'Y 0E1O5 /Wg'ele 5
On 5_27_1 y Gr;tto isle m,. _ ..,.....__._. f'+cr: onalk appeared Aortic ,? iew0/ �9/V
K.' OW El
Iii rs malty known tom - {)I -}g1 prove
JOHN E. OUINTANILLA
Commission # 1995494
Notary Public - California zz
Los Angeles County
Comm. Expires Oct 2_620_14
C
o':lte on the basis .l •,,.rt.Slac.tor\ LAiden e to be the person s. 'I
names( s) islare subscribed to the within instrument and
acknowledged is me that hi'shc'the5' e e'clrted the Sallie in
his/her/their authorized t ipacity(ics). and that by hislhertthcir
tii rtature(s) on the in :t:rulnetit the person(s), or the entity upon
behalf' o V., hid) the personfs) acted, executed the instrument
OPTIONAL
Thouth the data blow- is not required .b3 law., it may prove valuable to pperso
prevent fraudulent reattacl#anent of this form.
El
Loo
CAPACITY CLAIM ED W SIGNER
INDIVIDUAL
CORPORATE OFFICER
PARTNER(S) ❑ LIMITED
❑ CiFNP:RA:t.,
ATTORNEY-IN-FA.CT
TRUSTEE(S)
t;t i'9-IER.
n the dtic.nnie'nt and i:otild
DESCRIPTION OF ATTAC
1 IT L OR 'I".'t=:P l ... _....0
NUNIBEI
.D. TE OF DC)Clt.i
CLaME:NT
SICN1:.R IS REPRESENTING:
(NAME OE PERSON(S) (DR EN'I't'1
SIGNERS) OTHER it R "I'I IAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES
Service Provider 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 team 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.
Rlv #4838-6958-3880 vl
C-1
H aF►►13IT „f;„
COMPENSATION
1. The Cit3 will compensate Service Provider for the Services performed upon submissio
of a valid invoice. Each invoice is to include:
A. Line items wotl performaed includi
B. Line items for all
ptres p
charged to the Services
C. Line items for all equipment properly charged to the Service
II. The City shall pay Service Provider to perform the services provided fo
follows:
Year I
$51.63 per hour not to exceed $416,125 per year
d
cin as
Additional services as required by City, up to 50 hours per year. shall be pl ov ided aka r
$51.63 per hour not to exceed $ 2.581 per year
Year 2
$53.0] per ho
not to exceed
Additional services as required b1
$53.01 per hour not to exceed
Year 3
$54.52 per hour not to exceed
$427,226 pe
50 hour, per }ear, shall
2650 per year
year
p
V rate
ided at a rate of:
Additional services as required by City, up to 50 hours per year, shall be provided at a rate of:
$54.52 per hour not to exceed
$ 2.726 per year
otal compensation for Services shall not exceed $1,290,705 over three years (i.e.,
$415,706, $42( 76 and $442,123 for years one, two and three respectively), as provided in
Section 4 of this Agreement.
sly /418:38 -0)5N -3W) vI
C-1
EXIII13LT "C"
INSURANCE
Insurance Requirements. Service Provider shall provide and maintain insurance,
acceptable to the City Manager or City Counsel, in full force and effect throughout the to
this A 'eeanent, a ainst claims for injuries to persons or damages to property which may
from or in connection kith the performance of the work hereunder by Service Provider, its
of employees. Insurance is to he placed with instates with a current s
ins of no less than ,1:4'11 Service Provider shall provide the following scope and limits
ce:
coverage t{
Nlininnaun Scope of Insuranee. Co
l) Insuranca
n ice Form CC 0001).
(2) Insin
covering Automobile l,iabitit}, including code 1 "any
equivalent farms subject to the vvntten approval of the C
mall be at least as brc
C7ftice beau Commercial General Liability
font
uto'
number CA 0001 (E(. 1(87)
and endorsement CA 0025, or
:s' Compensation nsw'anet, as required l v the tabor Code
of State of California and I na)loyer's Liability insurance and covering till persons providing
services on bend] I of the Service Provider and all risk, to such persons under this Auteen
(4) Proi'essional Iiabilit}
Provider's profession. 'Phis coverage may be
coverage tot contractual ld
Agreement mast be endorsed
services per€irrmed under this
consecutive years following the completion of Service Provider , se vices or the termination of
this Agreement. During this additional 3 -year period. Service Provider shall annually and upon
request of the ( ity submit written evidence of this continuous coverage,
insuranc
personal in
Mil
(I) General I.iahi
d property damage.
blc t
sional liability
laims based up
appropriate to the Service
do" basis. and wrist include
insurance required by this
tg out of or related to
intained for at least
ice Provider s
Of
or bodily injury.
(2) Automobile liability s 000,000 per accident for bodily injury
and property nage. A combined single liinit policy with aggregate limits um an mmtint of not
less than $2,(000 000 shall be considered equivalent to the said required mini nrun limits set forth
above,
() Workers' Compensation and.
Compensation as required by the Labor Code of the State
,nits of not less than $1,000,000 per accident.
lollo
(4) Profess. al Lial
I3. C)ther Provisions. Insurance policies
na
abihty. Workers`
to ers Liability
)00MOO per occurrence.
required by this Agreement
\ll POIicics Each insurance policy requued ire this Agreement shall be
erage shall not be suspended. voided_ cancelled by the insu
nent, reduced in coverage or in limits except after 30 days' prior written notice
urn receipt f equested; has been given to Ci
General Liability and Automobile [.rahiIite Coverage,
ing out of act
Provider; premise
hired or borrowed by
scope of protection affon
or employees.
(2)
with respect to City', and its
and volunteers. smut
and appointed officers, offic
with_ Servic
against whom claim is ma
liability.
policies it
respective
;ivy, and its respective elected and appointed officer's. officials,
to be covered as additional insureds as respect,
'der performs; products and completed operations
cupied or used by Service Provider; or automobiles owne
rovider. 'Elie coverage shall contain no special limitations o:
it , and their respective elected and appointed officers, officials,
vice Provider"s insurance coverage shall
dire elected and appointed, its officers
tee or self insurance maintained by City, and
ais, employ -vas err volunteers, shall apply i
i de S insurance..
Service Provider's
ale eted
nd not
c shall apply separately to each insured
brought, except with respect to the limits of the insurer's
4) Inv [allure
iding breathe
ed and appointed
ntie
3 Workers', ompt, s
shall not at
finals, emrl
reporting or other
et coverage provided
vets or volunteers.
ttplovers i drhilie, Coverage.
City Manager otherwise agrees in writing, the insurer shall agree to waive all
subrogation against City, and its respective elected and appointed officers. officio
and agents for losses arising from work performed by Service Provider.
o_
the
sir ,rs.�r,�rs ,.1ari
Other Requirements. Service Pro 'idet a«rees to deposit +With City, at or before the
t'this contract, certificates of insurance necessary to satisfy City that the insurance
contract have been complied with. The City Attorney may require th
nish City with copies of original endorsements effecting cove
The certificates and endorsements ate to be signed by a person authorized by that
insurer to Lind coverage on its behalf. City reserves the right to inspect complete. certi l ed
copies of all required insurance policies, at any time.
subeontractr
Service Pro\ ider sI
to those Service Provide
P
Id
an
2. Any deductibles or soli'-irasuretf retentions must be declared to and
approved by City. At the option of City. either the insurer shall reduce or elimrnote such
ibles or self -insured retentions as respects City nr its respective elected or appointed
's. officials, employees and volunteers or the Service Provider shall procure a. bond
guaranteeing payment of losses and related investigatiots, claim administration. defense
expenses and claims.
3. The procuring of such required policy or pc !ivies of insurance shall not be
construed to limit Service Provider's liability hereunder nor to fulfill the indemnification
provisions and requirements of this Agreement,