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HomeMy Public PortalAboutC-20-048 - Administrative Services Cooperative, Inc., Dial-A-Ridev c� CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and ADMINISTRATIVE SERVICES COOPERATIVE, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND ADMINISTRATIVE SERVICES COOPERATIVE, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 1st day of July, 2020 by and between the CITY OF CARSON, a California municipal corporation ("City") and ADMINISTRATIVE SERVICES COOPERATIVE, INC., a California corporation ("Contractor"). City and Contractor may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article I of this Agreement. B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007 0001.1641280.2 -1- professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses. Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property. until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007 Woi?W 1280.2 12, 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) for the initial term of the Agreement (the "Contract Sum"), or Five Hundred Thousand Dollars ($500,000) per year, unless additional compensation is approved pursuant to Section 1.8. 01007.0001; 64 l28a 2 -3- 1) 1) Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor's correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. 01007 0001/641280.2 4- ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance Exhibit «D„ ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Contractor. The following principals of Contractor ("Principals") are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Marco A. Soto, Vice President and Director of Operations 01007.0001.-641280.2 -5, It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor. and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Jason Jo, Transportation Supervisor, or such person as may be designated by the City Manager. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of 01007.000V6412802 � - Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall coverall elected and appointed officers, employees and agents of City: (a) General Liability Insurance Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) _Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased. hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Contractor's profession. This coverage may be written on a "claims made" basis, and must include 01007,000116.11280.2 -7- coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon. arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor's services or the termination of this Agreement. During this additional 5 -year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. 01007.0001/641280.2 -8- [to be initialed] Contractor Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor'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. 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor's indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors' negligent performance of or failure to perform any tern, provision, covenant or condition of this Agreement, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; 01007.0001r641280.2 -9- (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City. its officers, agents or employees in such action or proceeding, including but not Iimited to, legal costs and attorneys' fees. Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or Iiabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by Iaw, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and Iiabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"). as shall be necessary to perform the services required by this Agreement and enable the Contract 01007 000V641280 2 -10- Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor's business, custody of the books and records may be given to City, and access shall be provided by Contractor's successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by Iaw including but not limited to the California Public Records Act. 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 01007 0001.64 1280.2 41 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Contractor's conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Contractor is in default under the terms of this Agreement. the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons 01007 0001/641280 2 -12- for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver of the City's IegaI rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action. in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel 01007 0001/641280.2 -13- specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of tennination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 01007 0001'611280.2 -14- ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Eml2loyees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed. together with any and all costs, including attorneys' fees. incurred by City. 01007 000116.41280.2 _15- ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title). City of Carson, 741 East Carson, Carson, California 90745 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration, Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 01007 000 1641280.2 -145- 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Contractor's Authorized Initials 9.7 Corporate Authority; The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0001/641290.2 -17- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. A' Donesia Gau#e-Aldana, City APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rill CITY: CITY OF CARSON, a es, CONTRACTOR: ieV41,corporation ADMINISTRATIVE SERVICES COOPERATIVE, INC. Name: � A �6 Title: %/� By. JA IJA -.44 W111A Name: �'! tJ✓��C Title: CGft�ki y Address: /S/S,el. 7, f f//T&-2 50 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY. 01007.000116412801 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. STATE OF CALIFORNIA COUNTY OF LOS ANGELES 56SAa B- OSIANsK On AMA. Z $, 2020 before me, _ _ _ , personally appeared 19,49eO 4 S�Q proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California thatthe fo and correct. gualm B. OSTIINEK Notary Public - C$Hlornla Los Anglia$ County Commission of 2188285 comm. Exoires Nov 12.2020 WITNESS my hand and official seal. Signature: Af_. ,f� A/47-14le y At/,$ I-/ C is true OPTIONAL Though tate data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. 01007 0001 iCA 1280 2 CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(lES)) SIGNERS) OTHER THAN NAMED ABOVE 01007 0001 iCA 1280 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT IA notary public or other officer completing this certificate verifies only the identity of the individual who signed the I document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES OnAP1V1- 24, 2020 before m U`SA� 8 �JT�N rrsonal ly appeared .�0/'y proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his/her/their authorized capacity(ies), and that by his;`heritheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State ofCalifornia that the €ore oin ara raph is true and correct. SUSAN S. OSTANEK NoCalifornia WITNESS my hand and official seal. os Angeles County Commission # 2168285 Signature: _ e�Z �. t� My Comm. Ex ires Nov 12, 2020 yD7�90eY Avetic OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001,'641280 2 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT= SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. The City's Dial -A -Ride ("DAR") Program provides demand -responsive services based on the curb -to -curb concept for registered participants. Contractor will perform the following services for the City's DAR program in accordance with the following standards: A. Hours of Operation: Services shall be made available to participants twenty-four (24) hours per day, three hundred sixty-five (365) days per year, including all holidays. B. EI eibiIity' 1. Criteria: Contractor shall receive requests for and dispatch Dial -A -Ride taxi services to City of Carson residents who are: (i) at least sixty (60) years of age; or (ii) disabled adults eighteen (18) years of age or older who are unable to use public transit because of a physical, mobile, hearing and/or vision impairment. 2. Intake: Contractor acknowledges that City staff shall provide intake services for qualifying applicants, receive and process applications, and provide the Contractor with new users and their respective user identification pictures. Contractor shall issue picture -bearing identification swipe/tap cards to City staff for distribution via postage mail. 3. Participant Co -Pays: Contractor acknowledges that City staff shall collect, record, and apply the $2.00 participant co -pays for each trip to the respective profiles of the participants. C. Requesting a Ride: 1. Dispatch: To request a dial -a -ride trip, passengers must call dispatch at least one (1) hour in advance of their requested pick-up time and provide their user identification number or their first and last name. Participants requesting a Wheelchair Accessible Van (WAV) must call dispatch at least twenty-four (24) hours in advance of their requested pick-up time. Passengers must also physically present their identification card to their driver and confirm their destination prior to embarking. 2. Response Times: All drivers shall arrive within a twenty (20) minute window (+/-20) of their scheduled pick up time. If a driver arrives more than twenty (20) minutes past the scheduled pick up time, the trip shall be free of charge and City shall not be billed for any portion of the trip. Contractors shall still be obligated to complete the trip for the passenger and record such trips as a Courtesy Ride. Drivers shall drop off passengers at their destinations no later than twenty (20) minutes past their required drop time. However, the Contractor shall not be held responsible for failure 01007.0001/631280.2 A-1 to provide on-time service due to forces beyond its immediate control. These are instances that would be considered "force majeure" situations. in the event of such an occurrence, sufficient documentation of the circumstances shall be provided to the City for approval by the Contract Officer. D. Dispatch Center: 1. Wait Times: Contractor's initial hold time for reservation calls shall not exceed two (2) minutes and the average initial hold time shall not exceed one (1) minute. 2. Contractor shall provide a dedicated telephone number for the exclusive use of participants of the program. Contractor shall have dispatch operators identify themselves by saying "Carson Dial -A -Ride" within their greeting. 3. Contractor's dispatching and schedule system shall include: a) Maintain a customer database with records of past rides. b) On-time performance monitoring with ride times, scheduled pickup times versus actual pickup times, and tracking information to verify pick-ups that were completed more than twenty (20) minutes past their scheduled time. 4. Dispatch operators shall at all times be courteous, friendly, helpful, and patient with callers. Operators must possess a strong command of the English language, have translators available for Spanish and Tagalog speaking callers, and accommodate Teletypewriter (TTY) for hearing- impaired callers. 5. Shared Rides: Contractor shall make every reasonable effort to create shared rides in order to minimize costs to the City and to reduce environmental footprint. To encourage shared rides, passengers who are picked up at the same origin and vehicle and share the same destination shall ride for a single fare. E. Service Area: 1. City Boundaries: Passengers may travel to and from all areas of the unrestricted City boundaries as depicted in Exhibit "A-1". Trips that originate and end within these areas may be for any purpose, including but not limited to: banking, shopping, medical, recreational, educational, and social. 2. Outside City Boundaries: Passengers may also travel to and from areas within the defined perimeter outside of City boundaries as depicted in 01007 0001.-6.11280 2 A-2 Exhibit "A-1 ". Trips to any of these areas are allowed for medical and social service purposes ONLY. 3. Satellite locations: In addition to the defined perimeter outside of City boundaries, passengers may also travel to and from seventeen (17) City - approved satellite locations for medical and social service purposes as depicted in Exhibit "A-1". 4. The boundaries of the City and satellite destinations are subject to change at any time and are based solely on the needs of the City. 5. Should a passenger request a non-medical/social service trip to an area outside of the City boundaries, the trip shall be subsidized up to the Carson boundary and the passenger, with his/her acknowledgement, shall be charged the regular taxi rate for this latter leg of the trip. Should the passenger request a non-medical/social service trip out of an area outside of the City boundaries, the first leg leading up to the City boundary shall be charged the regular taxi rate. F. Pick-up and Drop-off Standards: 1. Personal assistance: All drivers shall be courteous and offer curb -to -curb service for any passengers who may appear to need assistance, or as requested by the passengers, with entering/exiting the vehicle, assisting with personal items such as bags or groceries, and opening/closing vehicle doors as needed. 2. Passenger delays: All drivers shall demonstrate patience and courtesy should any passengers require more time entering/exiting the vehicle. As certain passengers may have physical conditions such as loss of hearing or stiff joints, drivers shall be professional, understanding, and safely accommodate the passengers to the best of their abilities. 3. Travel Aide: Passengers may bring up to one (1) travel aide or care provider during their trip. Passengers must request this accommodation when placing their request to the dispatch center. 4. Gratuities: Drivers are strictly prohibited from asking passengers for tips and/or other forms of gratuities. Contractor shall provide or develop a disciplinary plan to ensure adherence to this rule. 5. Safety: Should any passengers express extreme discomfort or concerns for their safety due to the behavior of their driver, Contractor shall counsel the driver to ensure immediate correction within one (1) business day. G. Driver Requirements: 01007 0001.'6412802 A-3 I . Credentials: Maintain all applicable licenses as required by the State of California forthe operation of commercial vehicles. No driver shall be permitted to drive who has: (a) More than two points on his/her driving record within the prior twelve (12) months under the Department of Motor Vehicles point system; or (b) more than three points within the prior thirty-six (36) months under the Department of Motor Vehicles point system; or (c) has had his/her driving privileges placed on probation by the Department of Motor Vehicles; or (d) has been convicted in any jurisdiction of any driving offense(s) involving driving under the influence of alcohol or drugs, driving with a suspended or revoked driver's license, or reckless driving. 2. Be alert, clean in appearance and hygiene, courteous, sober, drug-free, and competent in their driving skills. Operate a vehicle which is safe and clean in appearance, free of smoke and/or strong odors, mechanically sound, and seating capacity for four (4) or more passengers. 4. Smoking and/or vaping inside of the vehicle is strictly prohibited at all times. S. Under no circumstances shall drivers request gratuities and/or tips from the passenger(s) or public. H. Drue and Alcohol Testing: 1. Contractor shall conduct an ongoing drug and alcohol testing program which shall meet all applicable state and federal standards to include, but not limited to: test on incident or accident, test on reasonable suspicion, random testing, and training of supervisors to recognize drug and alcohol symptoms. I. Safety Trainings: 1. Contractor shall have new drivers complete a driver safety training program during their onboarding. The program shall include driver training, map reading, taxicab rules and regulations. computerized dispatch systems, customer relations, sensitivity training for passengers with special needs, Americans with Disabilities Act requirements, and behind -the -wheel training. J. Vehicles: 1. Each taxicab made available to the City's DAR program shall be a full- sized sedan or minivan and equipped with fully functioning air conditioning and heating systems, speedometers, fuel gauges, 4 -way hazard flashers, headlights, windshield washers/wipers, safety mirrors, 01007.0001 Mw 1280.2 A-4 fire extinguisher, and seat belts. Each vehicle shall also be equipped with onboard radio and/or data tablet for constant communication with dispatch. 2. Wheelchair Accessible Vehicles (WAVs) shall be made available to participants within the same service parameters as regular taxicabs. The WAVs shall meet all requirements of the Americans with Disabilities Act of 1990 and all subsequent and applicable amendments as well as all related Federal Regulations, including but not limited to, 47 CFR Parts 37 and 38. 3. Flag drop meters in all Vehicles shall be calibrated once every twelve (I2) months by an approved testing firm. The Contract Officer may require additional calibration if needed to ensure accurate calibration. K. Accidents incidents Complaints: Contractor shall require that all drivers complete an "Incident Report" or "Accident Report" if they opt to participate in the City's DAR program. Reports shall be submitted to the Contract Officer within 24 hours of a reportable incident or accident associated with a trip performed for the City. 2. Contractor shall have a dedicated employee to answer the Contractor's customer service issues and complaints received by the City. The associate shall also keep a log of all complaints belonging to the City's DAR program for future review as needed. 3. Customer complaints or Service complaints include, but are not limited to: missed pick-ups, failure to pick-up, late pick-ups (i.e., 20 minutes or greater), and/or any behavior by Contractor that is in breach of this Agreement (i.e., asking/demanding participants for tips). All complaints must be addressed and resolved by the Contractor within three (3) business days from the original submission. L. Americans with Disabilities Act: Contractor shall comply with the Americans with Disabilities Act of 1990 and all subsequent and applicable amendments as well as all related Federal Regulations, including but not limited to, 47 CFR Parts 37 and 38. M. As part of the Services, Consultant will prepare and deliver the following tangible work product to the City: Not applicable. 0 1007 000 U641280 2 A- III. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City apprised of the status of performance by delivering the following status reports: Not applicable. IV. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. V. Contractor will utilize the following personnel to accomplish the Services: A. William Rouse, General Manager B. Egor Schulman, Dispatch Manager C. Marco Soto, Vice President and Director of Operations D. Michael Daniels, Safety Manager E. Debbie Ascencion, Community Relations Coordinator F. Joyce Sage, Customer Care G. Qualified Staff H. Qualified Drivers 01007 0001/631280.2 A-6 EXHIBIT "A-1" DIAL -A -RIDE SERVICE MAP akar+} e 1[ •Ro�wM. +�.� flN.ew. �w � 11 � � Of�1G1 p i 6tM.7 MC+Mes C.e r77t C�qM � �1rUwMw i5 } GdrR# 11a.� Ya� ` % ./ 1174 R� ( W.M r� � � d �� MWMrIW ' fpw■ w. �i 7.wY ` ` 7.wq �i Torr ll is ! * a �' hia vrws Lrs7a li wIp LF" Amino r'7kaNf*v r �41C11 "Rf WeWided DesWiabons raedual or Socia Semce lac#lies only fkabers Represerb Mette Desnmarr Satellite Destinations 01007 00011611280.2 A-7 Facilities Served Address city 1" Kaiser Gardena 15446 Western Avenue Gardena CA 2" Communi Hospital of Gardena 12461551' Street Gardena CA 3" Memonal Hos ital of Gardena 1145 W. Redondo Beach Boulevard Gardena CA 4" i Gardena -Carson YMCA 1000 W" Artesia Avenue Gardena CA 5. Kaiser Pemnanente Harbor City 25825 S. Vermont Avenue Harbor City,CA 6" Lakewood Regional Hospital 3700 South Street Lakewood CA St Mary's Medical renter 1U5U Linden Avenue Long beach GA 8 Califomia Pools of Hope, Inc. 6801 N Long Beach Long Beach CA 9. 1 L 8" Community Hospital 1720 Termino Avenue Lonaeach. CA 10. Harriman Jones Medical Center 2600 Redondo Avenue Long Beach CA 11. Kaiser Clinic 3900 E. Pacafic Coast Highway Long Beach CA 12 Kaiser Dialysis 145 W Victoria Street Long Beach CA 13. Long Beach Health Department 2525 Grand Avenue Lono Beach CA 14 1 Lona Beach Senior Center 1150 E. 41, Street Long Beach CA is. Veteran's Hospital 5901 E Th Street Long Beach CA 16. San Pedro Peninsula Hospital (Little Company of Ma Hospital) 1300 W 71i Street San Pedro, CA 17. Little Company of Mary Hospital 4101 Torrance Boulevard Torrance. CA 01007 00011611280.2 A-7 EXHIBIT "B" SPECIAL REOUIREMENTS (Superseding Contract Boilerplate) The Agreement is hereby amended as follows (additions are shown in bold italics and deletions are shown as s*Fits): I. Section 3.4, "Term," is hereby amended to read as follows: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding ene (1) three (3) years from the date hereof with a City option for two (2) additional one-year eVensious, except as otherwise provided in the Schedule of Performance (Exhibit "D")." H. Section 5.1(a) is hereby amended to read as follows: "5.1 Insurance_ Coverages. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not Iess than one million dollars ($1,000,000.00) per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit with two million dollars ($2,000,000) its excess coverage for a total of four million dollars ($4,000,000)." IIL Section 8.12 "City Obligations," is hereby added to read as follows: "8.12 City's Obligations. (a) Intake: City staff shall provide intake services for qualifying applicants, receive and process applications, and provide the Contractor with new users and their respective user identification pictures. (b) Participant Co -Pays: City staff shall collect, record, and apply the $2.00 participant co -pays for each trip to the respective profiles of the participants." 01007.0001)'64-1280 2 C.1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Contractor shall perform the following tasks at the following rates: SERVICE A. Flag Drop. B. Distance- C. Processing Fee D. Admin overhead T web portal access_ E. SwipeiTap Card System_ MONTHLY RATE S2_95 for the fust U9 mile or any portion thereof S2 70 for each additional mile or any portion thereof S.50. trip for the fust 25.000 tnps. S.35Irip thereafter S3.000.00 per month S5.00 per new or replacement ID cards In the event the City elects to extend the term of this Agreement as provided in Section 3.4, the above rates shall apply to such extended rates. 1I. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. Not applicable. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. Not applicable. IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all trips provided together with information associated with each trip including, but not limited to: passenger identification number, trip number, driver number, date, times, pick-up/drop-off addresses, cost of trip, vehicle miles traveled, revenue miles, and number of total passengers. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. 01007 0001/641280.2 C- V. The total compensation for the Services shall not exceed $1,500,000, or $500,000 per year, as provided in Section 2.1 of this Agreement. VI. The Contractor's billing rates for all personnel are attached as Exhibit C-1. Not applicable. 01007 00011641280 2 C-3 EXHIBIT "D" SCHEDULE OF PERFORMANCE 1. This Agreement shall commence on July 1, 2020 and shall remain in full force and effect for three (3) years thereafter. The City may extend this Agreement for up to two (2) additional 1 -year terms. II. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01007.0001/641280.2 I Clientih 1251RA2 3D3ADMItJSFR Vp-(0 / 19 ACORD. CERTIFICATE OF LIABILITY INSURANCE HATE (MMroonYYYI 05!9612019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer any rights to the certificate holder in lieu of such endomement(s). PRODUCER McGriff Insurance Services 750 B Street Suite 2400 San Diego, CA 92101 619 231-1010 NA - Masoud Shahrl PHONE 6i9 231-1010 888 328-1322 jAl Arc Na F..MAya ADDRE�SS: " INSUREP45) AFFORDING COVERAGE NAIL M INSURER A. United Specialty Insurance Company 12537 INSURED Administrative Services Cooperative Inc. et al ('see below 2129 W. Rosecrans Avenue INSURER e - INSURER C : 0610112019 INSURER p $1,000,000 Gardena, CA 90249 NURER E F 1:14:0RER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BYppPL�AIID CLAIMS. �� ryR TYPE OF INSURANCE ADOL SUB POLICY NUMBER IdMIUD NMIO L1MIT3 A X COMMERCIAL GENERALLUIBILITY ATNSF1984565 0610112019 061011202 $1,000,000 CLAIMS -MADE 57 OCCUR (E7AAACCMHgqGGOEECCCrURRENCE PREMISES Eaocwrrrence S100 000 MED EXP {Any one person) S5,000 X BI/PD Ded: $25,000 PERSONAL d ADV NJURY $1,000,000 X X GEN'LAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 52000000 POLICY [D EG El LOC PRODUCTS - COMPIOP AGG f 2 000 000 S OTHER, AUTOMOBILE LIABILITY C MBIN D SIN LE LIMIT fi�e accident BODILY INJURY (Per person) S ANY AUTO OWN D SCHEDULED AUTOS ONLY AUTOS BODILY INJURY {Per acddent( S PROPERTY DAMAGE S Per accdenl HIRED NONAWNED AUTOS ONLY ALTOS ONLY f UMBRELLA LIAR HOCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAR CLAIMS,MADE OED RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY OFFFFICFRfMtEMBER EXCLUDED? ECITIVE Y r N NIA E L EACH ACCIDENT S E L_ DISEASE- EA EMPLOYEE S (Mandatory In NH) If yes, desctbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, AddlUanal Remarks Schedule, may be attached If more space is required! Certificate is subject to policy limits, conditions and exclusions. 30 Day notice of Cancellation -10 Days for Non -Payment (See Attached Descriptions) C of Carson SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 701 E. Carson Street ACCORDANCE WITH THE POLICY PROVISIONS. Carson, CA 90745 AUTHORIZED REPRESENTATIVE m 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD #S235882301M23588206 DARAM I DESCRIPTIONS (Continued from Page 1) 1 Administrative Services Cooperative, Inc. L.A. Taxi Co -Operative, Inc. dba: Yellow cab Co -Op dba: L.A. Yellow dba: Yellow Cab dba: Yellow Cab of LA. dba: Santa Monica Yellow Cab Long Beach Yellow Cab Co -Op, Inc. dba: Long Beach Yellow Cab Co -Op dba: Yellow Cab Yellow Cab of South Bay Cooperative, Inc. dba: South Bay Yellow Cab Co -Op dba: Manhattan Beach Yellow Cab Co -Op dba: Yellow Cab South Bay Cooperative, Inc. dba: United Checker Cab Co -Op Fiesta Taxi Cooperative, Inc. dba: Fiesta Taxi Co -Op dba: 1 -800 -TAXICAB dba: Ride Yellow Taxi Systems, Inc. Taxi Equipment Company, Inc. Enterprise Finance, Inc. TXC Finance, LLC Wilmington Cab Company of California, Inc. Van Ness Management, Inc. City of Carson, its elected and appointed officers, employees and agents are additional insureds. Waiver of subrogation is provided In favor of additional insureds. Policy is primary and non-contributory. SAGITTA 25.3 (2016103) 2 of 2 #S23588230lM23588206 POLICY NUMBER: ATNSI=1984565 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or organization (s): As Required By Written Contract, Fully Executed Prior To The Named Insured's Work City of Carson, its elected and appointed officers, employees, volunteers, and agents are additional insureds. E Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 0 Insurance Services Office, Inc.r 2012 Page 1 of 1 United Specialty Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VEN 05100 (01115) PRIMARY AND NON-CONTRIBUTING INSURANCE ENDORSEMENT This endorsement modifies the Conditions provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Any coverage provided to an Additional Insured shall be excess over any Other valid and collectible insurance available to such Additional Insured whether primary, excess, contingent or on any other basis unless: 1) a written contract or written agreement specifically requires that this insurance apply on a primary and non-contributory basis; or 2) prior to a loss, you request in writing and we agree that this insurance shall apply on a primary and non-contributory basis. of Carson, 701 E. Carson Street, Carson CA 90745; its elected appointed officers, employees, volunteers and agents are tional insureds All other terms, conditions and exclusions under this policy are applicable to this Endorsement and remain unchanged. VEN 051 00 (01115) Page 1 of 1 POLICY NUMBER: ATN- SF1984565 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: City of Carson, 701 E. Carson Street, Carson CA 90745; its elected and appointed officers, employees, volunteen and agents are additional Insureds Information re uirod to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or .your work" done under a contract with that person or organization and included in the "products - completed operations hazard'. This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc.. 2008 Page 1 of t ❑ A`�Ro CERTIFICATE OF LIABILITY INSURANCE 07129/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cerllBeate holder Is an ADDITIONAL INSURED, the poticy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, cenain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s), PRODUCER American Business Insurance Services, Inc. A32107 W. Lindero Cyn Rd Ste 120 Westlake Village CA 91361 CONTACT NAME: Dylan Roberts PHONE: 800.980-1950 27 FAX: 800.980.1960 EMAIL ADDRESS: dylanl@abiweb com INSURER(S) AFFORDING COVERAGE NAIL 0 INSURER A; New York Marine 8 General Insurance Co 16608 INSURED Administrative Services Cooperative, Inc. et at dba- Yellow Cab 2129 W Rosecrans Avenue Gardena, CA 90249 INSURER B; INSURER C: INSURER D: INSURER E - INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTRWVD TYPE OF INSURANCE DOL SUO POLICY NUMBFR POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F-1 OCCUR EACH GccuRENCE DAMAGETO RfcNTED PREMISES oeeuRenu MED EXP (Any enc pemao PERSONAL a ADV RQURY GEN'L AGGREGATE LIMIT APPLIES PER POLICY ❑ PRO ❑ LOC JECT OTHER GENERAL AGGREGATE PROOUCTS-COMPIOPAGG A AUTOMOBILE LIABILITY XANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS X $25,000 Deductible x x AU2019TLPD6081 08101119 08!01120 COMBINED SINGLE LIMIT Ee oavmnte BODILY INJURY (Per Fawn) 100,000 BODILY INARY(PeiAccident) 300,000 PROPERTY DAMAGE 100 000 fPar acoden A X UMBRELLA LIABX OCCUR EXCESS LIAR LJ CLAIMS -MADE DED f RETEN ION i AU2019TLP05082 08/01119 08101/20 EACH OCCURENCE See Description AGGREGATE WORKERS COMPENSATION AND EMPLOYER' LIABILITY Y f N ANY PROPRIETORNARTNERiEJIECUTIVEI ❑ D'+ ERJUE118ER EXCWDE (Mandatory In HHI It yet, d 1=1 under DESCRIPTION OF OPERATIONS Clow WAOFFC PEROTH STA ER ELEACH ACCIDENT - E DISEASE • EA EMPLOYEE E.L. DISEASE •POLICY LIMIT DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If mora space Is requlrad) Vehicle Schedule on File with Company Excess Liability Coverage limit is the difference between the underlying up to $1,000,000, '10 Day notice of C0nC40a6an in the event of nan•paymenl o1 premium CERTIFICATE HOLDER CANCELLATION City of Carson SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 701 E. Carson Street EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH Carson, CA 90745 THE POLICY PROVISIONS. AUT}iIRIZED REPRESENTATIVE Aenon'Ja 19011Am111 01988.2014 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: yel lowla _ LOC 0: A ® ADDITIONAL REMARKS SCHEDULE Page of AGENCY American Business Insurance Services Inc NAMEDINSURED Admin,strative Services Co -Op 2129 W. Rosecrans Avenue Gardena, CA 90249 POLICY NUMBER AU201STLP06081 CARRIER New York Marine and General MAIC CODE 116608 EFFECnVEDATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTFICATE OF LIABILITY INSURANCE Administrative Services Cooperative, Inc. Fiesta Taxi Cooperative, Inc. dba: Fiesta Taxi Co -Op; dba: 1 -800 -TAXICAB; dba: Ride Yellow L.A. Taxi Co -Operative Inc. dba: Yellow Cab Co -Op; dba: L.A. Yellow; dba: Yellow Cab; dba Yellow cab of L.A.; dba: Santa Monica Yellow Cab Long Beach Yellow Cab Co -Op, Inc. dba: Long Beach Yellow Cab Co -Op, dba: Yellow Cab South Bay Cooperative, Inc. dba: United Checker Cab Co -Op Yellow Cab of South Bay Cooperative, Inc. dba: South Bay Yellow Cab Co -Op; dba: Manhattan Beach Yellow Cab Co -Op; dba: Yellow Cab Enterprise Finance, Inc. Taxi Equipment Company, Inc. Taxi Systems, Inc. TXC Finance, LLC Van Ness Management, Inc. Wilmington Cab Company of California. Inc. ACORD 101 (2008101) 0 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:AU2019TLP06081 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Administrative Services Cooperative, Inc. et al dba: Yellow Cab Endorsement Effective Date: 08/01/2019 SCHEDULE Name Of Person(s) Or Organization (s)-. City of Carson 701 E. Carson Street Carson, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph AA. of Section II Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 46 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: AU2019TLP06081 COMMERCIAL AUTO CA 04 " 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Administrative Services Co -Op Endorsement Effective Date: 08/01/2019 SCHEDULE Name(s) Of Person(s) Or Organization(s): City of Carson 701 E. Carson Street Carson, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident" or the 'loss" under a contract with that person or organization. CA 04 44 0310 © Insurance Services Office, Inc., 2009 Page 1 of 1 0 POLICY NUMBER: AU2019TLP06082 COMMERCIAL EXCESS LIABILITY CX 2112 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - DESIGNATED ONGOING OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE PART SCHEDULE Description Of Designated Ongoing Operation(s): All operations other than those taking place under contract with: City of Carson 701 E. Carson Street Carson, CA 90745 Limits provided for this contract are up to a Combined Single Limit of $1,000,000. Specified Location (If Applicable): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverages: 2. Exclusions Insurance provided under this Coverage Part does not apply to "injury or damage" arising out of the ongoing operations described in the Schedule of this endorsement, regardless of whether such operations are conducted by you or on your behalf or whether the operations are conducted for yourself or for others. Unless a "location" is specified in the Schedule, this exclusion applies regardless of where such operations are conducted by you or on your behalf. If a specific 'location" is designated in the Schedule of this endorsement, this exclusion applies only to the described ongoing operations conducted at that "location". For the purpose of this endorsement, 'location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of- way of a railroad. CX 21 12 0413 C Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: AU20197LP06082 COMMERCIAL EXCESS LIABILITY CX DS 0109 08 COMMERCIAL EXCESS LIABILITY DECLARATIONS CAUTION: This is a sample multistate Declarations Page. Participating companies should use this material only as a guide and should modify it as necessary after review of any applicable law and the coverage form with which it is intended to be used. Consult state filing laws for filing requirements applicable to Declarations Pages. Company Name: New York Marine & General Insurance Co Producer Name: American Business Insurance Services Inc. Named In sured(s): Administrative Services Cooperative, Inc. et al dba: Yellow Cab Mailing Address: 2129 W. Rosecrans Avenue, Gardena, CA 90249 Policy Period From: 08/0112019 To: 08/01/2020 At 12.01 AM Standard Time at your mailing address shown above IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE TO PROVIDE YOU WITH THE INSURANCE AS STATED IN THIS POLICY. Excess Policy -- Limits Of Insurance Each Occurrence Limit $See Endorsements CX21120413 Aggregate Limit $ Other: $ Excess Policy -- Premium Premium (including premium subject to audit) $See Endorsement ILD0390813 Premium Shown Is Payable: At Inception $ At Each Anniversary (If policy period is more than $ one year and premium is paid in annual installments. Audit Period (If Applicable) ❑Annually I ❑ Semiannually I ❑ Quarterly I Q Monthly CX DS 0109 08 0 ISO Properties, Inc., 2007 Page 1 of 3 0 Endorsements Attached To The Excess Policy Schedule Of Controllinig Underlying Insurance Company: New York Marine & General Insurance Co Policy Number: AU2019ILP06081 Policy Period: 08/01/2019 -08101/2020 Commercial Limits Of Insurance: Garage Aggregate Limit For $ Auto Liability Other Than Autos (if applicable) Each Accident Bodily Injury $300,000 Each Person Bodily Injury 100,000 Each Accident Property Damage 100,000 Company: Employer's Liability polir .y Number: Policy Period: Limits Of Insurance: Bodily Injury By Accident Each Accident $ Bodily Injury By Disease Policy Limit $ Bodily Injury By Disease Each Employee $ Page 2 of 3 0 ISO Properties. Inc, 2007 CX DS 0109 08 0 POLICY NUMBER: AU2019TLP06082 INTERLINE IL 0039 0813 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMPOSITE RATE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Premium Basis/Exposure (As Checked By Applicable Box): X Auto X Mileage ❑ Cost Of Hire ❑ Payroll ❑ Gallons ❑ Total Cost ❑ Gross Receipts ❑ Other ❑ Excl. Fuel Surcharge ❑ Gross Sales ❑ Inter -company Sales Excluded ❑ Gross Domestic Sales O Inter -company Sales Excluded Coverage/Units Of Ex osure: Coverage Description Premium Estimated Units Composite Rate Per Advance/Estimated Basis Of Exposure Rates Premium s Auto Liability up to Mileage 2.765,884 $0018 Mile $49,786 $350,000 CSL Usage Rate Auto Liability up to Mileage 4,548,263 $0.026 Mile $118,255 $300,0001$600,0001$100,000 Usage Rate Auto Liability up to Mileage 984,125 $0.030 Mile $29,524 $500,000 CSL Usage Rate Auto Liability up to Mileage 6,628,320 $0064 Mile $424,212 $1,000,000 CSL Usage Rate "Autos" Constructed Prior To Model Year Are Not Eligible For Comprehensive, Specified Causes Of Loss And/Or Collision covers e(s). IL 0039 0813 Includes copyrighted material of Insurance Services Office, Inc„ Page 1 of 3 with its permission Minimum Exposure Units 90% Of Estimated Exposure Units Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Class Code, Premium Basis, and Rate Section of the policy Declarations is changed to apply as follows: The premium for this policy will be computed upon a composite basis as shown above in accordance with our rules, rates, rating plans, premiums and minimum premiums and the other policy terms. A. With respect to the Commercial Automobile Coverage Part, the Premium Audit condition is replaced by the following: Premium Audit a. The estimated premium for this Coverage Form is based on the estimated exposures at policy inception and the composite rate shown in the Schedule of this endorsement. We will compute the final premium due when we determine your actual exposures, subject to the minimum exposure shown in the Schedule of this endorsement. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. if this policy is issued for more than one year, the premium for this policy will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. c. The first Named Insured must maintain records in sufficient detail so that we can determine the premium for this policy, and send us copies at such times as we may request. Those records must show all changes in the units of exposure during the policy period. With respect to "autos" such records must include additions to and deletions of "autos" and must include for each "auto" the vehicle description and the date of acquisition, disposition or sale. d. If a Premium Audit provision contained in an applicable state amendatory endorsement attached to this Coverage Form conflicts with the Premium Audit provision of this endorsement, the Premium Audit provision of the applicable state amendatory endorsement will govern the premium audit for this Coverage Form. B. With respect to the Commercial General Liability Coverage Part, the Premium Audit Condition is deleted and replaced by the following Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this policy as Advance Premium is an estimated premium based on the Exposure and Composite Rate shown in the Schedule of this endorsement. At the close of each audit period we will compute the earned premium for that period, subject to the Minimum Exposure shown in the Schedule of this endorsement, and send notice to the first Named Insured. The due date for audit is the date shown as the due date on the bill. If the sum of the Advance and Audit premiums paid for the policy period is greater than the earned premium, we wil I return the excess to the first Named Insured. c. The first Named Insured must maintain records in sufficient detail so that we can determine the premium for this policy, and send us copies at such times as we may request. Those records must show all changes in the units of exposure during the policy period, d. Any of the provisions of this endorsement that conflict with a law which controls the Premium Audit for this Coverage Part is changed by this statement to comply with that law. C. The units of exposure shown in the Schedule above are defined as follows - 1. "Auto" means the actual number of covered "autos" by vehicle classification. 2. "Cost Of Hire" means the total cost of hiring the'autos". If "autos" are hired without operators, this includes the actual wages of the operators of such "autos". IL 8839 8813 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 3 with its permission 3. "Gallons" means the total number of gallons of gasses invoiced on any basis to any customer, whether or not the insured actually takes possession of such gases 4. "Gross Receipts" means the definition of "gross receipts" contained in the Truckers or Motor Carrier Declarations Page. 5. "Gross Receipts Excl. Fuel Surcharge" means the definition of "gross receipts" contained in the Truckers or Motor Carrier Declarations Page and also does not include Fuel Surcharges up to a maximum of % of all other includable Gross Receipts. Fuel Surcharges in excess of % of all other includable revenue shall be included in the Gross Receipts for rating purposes. 6. "Grass Sales" means the gross amount charged by the Named Insured, concessionaires of the Named Insured or by others trading under the insured's name for all goods or products, sold or distributed; operations performed during the policy period; rentals; and dues or fees. "Gross sales" include both foreign and domestic sales. "Gross sales" also include sales by one named insured to another, unless the "Inter -company Sales Excluded" section in the Schedule of this endorsement is indicated by an Y. In determining the amount of "Gross Sales", no deduction shall be made for foreign exchange discounts, customer freight allowance, sales of consigned goods and warehouse receipts, trade or cash discounts, bad debts, or amount actually collected on repossessed items. "Gross Sales" shall not include sales or excise taxes, credits for repossessed or returned merchandise, allowances for damaged and spoiled goods, finance charges, freight charges invoiced as a separate item, or royalties, "Gross Sales" as calculated for products liability coverage also shall not include rental receipts. 7. "Gross Domestic Sales" means the gross amount charged by the Named Insured, concessionaires of the Named Insured or by others trading under the insured's name for all goods or products, sold or distributed; operations performed during the policy period; rentals; and dues or fees less any gross sales outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. "Gross Domestic Sales" also include sales by one named insured to another, unless the "Inter -company Sales Excluded" section in the Schedule of this endorsement is indicated by an Y. In determining the amount of "Gross Domestic Sales", no deduction shall be made for foreign exchange discounts, customer freight allowance, sales of consigned goods and warehouse receipts, trade or cash discounts, bad debts, or amount actually collected on repossessed items. "Gross Domestic" sales shall not include sales or excise taxes, credits for repossessed or returned merchandise, allowances for damaged and spoiled goods, finance charges, freight charges invoiced as a separate item, or royalties, "Gross Domestic Sales" as calculated for products liability coverage also shall not include rental receipts 8. "Mileage" means the total miles loaded and unloaded of all "autos", except trailers or semi -trailers, you own, hire lease or borrow for the transportation of property or people during the policy period. 9. "Payroll" means total remuneration for all "employees" of the insured as defined in our Insurance Services Office rating manuals. 10. "Total Cost" means the total cost of all work let or sublet in connection with each specific project including the cost of all labor, materials and equipment furnished, used or delivered for use in the execution of the work, and all fees, bonuses or commissions made, paid or due. Total Cost does not include the cost of finished equipment installed but not furnished by the subcontractor if the subcontractor does no other work on or in connection with such equipment. 11. "Other" means the unit of exposure as defined in the Premium Basis/Exposure Schedule of this endorsement Il_ 0039 0613 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 3 with its permission CERTIFICATE OF LIA THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONL CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITL REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE SOLDER. IMPORTANT: H the certificate holler is an ADDITIONAL INSURED, the H SUBROGATION IS WAIVED, subject to the terms and conditions of tl this certificate does not confer dgMs to the certificate holder In lieu of s PRODUCER Faith Branvold do Sunset Business Insurance Solutions 7590 N Glenoaks Boulevard, Suite 200 Burbank. CA 91504 INSURED Administrative Services Cooperative, Inc. 2129 West Rosecrans Gardena, CA 92049 ►BILITY INSURANCE DATE"RAW0AYM 0810512019 Y AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES ITE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORUED pOliry(iss) must have ADDITIONAL INSURED provisions or be endorsed. ite pollcy, certain policies may require an endorsement A statement on uch endarsemen s). NAME: Lorelei C. Noonan PHONE .818-827-0315 FA>< 310-301-3280 A . lori@sunsetbis.=n INSURER AFFORDING COVERAGE NAIC d INSURER A : StarStone National Insurance company 25495 INSURER e INSURER C . INSURER D INSURER E : INSURER F - ----•----- ..�.....-,vr„e ravenoGr%. REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES Of INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONOifION OF ANY CONTRACT OR OTHER ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SADM HOWN MAY HAVE BEEN REDUCED BY PAIQ CLAIMS. ILTRNSM T FK OF INSURANCEPOLICY EFF POLICY EXP POL1CY11UILBER cOMMERCLAL OEHERAL LIAMUTY LIMITS CLA[M5�IARE 1:1 EACHOCCURRENCE i OCCUR PR GASES a S - MED EXP (Any pro patron)i - — — PERSONAL& ADV INJURY S OWL AGGREGATE LIMIT APPLIES PER POLICY GENERAL AGGREGATE f JP LOG PRODUCTS COMPIOP AGO S OTFIER f AUrONGBLLJ:UAeILnY EOMB f ANY AUTO �[5INGLEUMtT OWNED SCHEDULER BODILY INJURY (Pat perwn) S AUTOS ONLYAUTOS HIRED NON -OWNED N BODILY INJURY (Par atadera) s AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE _ s HMeRELLA LIAS OCCUR EACH EACH OCCURRENCE S EXCESS LIAR AGGREGATE S DER RETENTION L woRrcERa coMPENaArloll AND EMPLOYERS' uABaLRY >< X PEA H YIN aFF A ocE :,'T. TWO ECUTNE NIA N T10190845. 01131/2019 0113112020 E["EACHA'DEN7 s 1.000,WO (IOfwassaealklNlWw sr E.L.0ISEASE-r-AEMaLO S 1.000.000 ESCWeM OF OPERATHMS bdm E L Of EASE POLICY UM T S 1.000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES tACORD It". AdAthwul Remark& Srhedak,, may M &Narked Ir awn epau b required) CERTIFICATE HOLDETt ........�...�..... City Of Carson 701 E. Carson SL Carson, CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WRH THE POLICY PROVISIONS. W TV6-JUTD AL;UKIJ GURFORATION. All rights reserved. ACORD 25 (2018103) The ACORD name and logo are registered marks Of ACORD