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HomeMy Public PortalAboutAgreement_2012-05-22_Inland Empire Tours and TransportationAGREEMENT FOR ADULT EXCURSION PROGRAM Between THE CITY OF TEMPLE CITY, a municipal corporation and INLAND EMPIRE TOURS AND TRANSPORTATION a corporation Dated AGREEMENT FOR ADULT EXCURSION PROGRAM This Agreement for an Adult Excursion Program ("Agreement") is entered into as of the date referenced on the cover page ("Effective Date") between the CITY OF TEMPLE CITY, a charter law city and municipal corporation ("City") and the CONTRACTOR designated on the cover ("Contractor") (collectively the "Parties"). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. SCOPE OF SERVICES 1.1 Contractor Services. Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those adult excursion services as specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" ["Services"]. Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. Contractor agrees to perform the Services in accordance with all applicable local, state and federal laws, rules and regulations and in accordance with applicable standards, specifications, and general conditions adopted by City. Contractor agrees that all work must be of good and workmanlike quality and shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 1.2 Extra Work. Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in the Scope of Services ("Extra Work") except as expressly provided for herein. It shall be Contractor's responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor's commencement of such work. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. 1.3 Schedule of Performance & Term. Contractor agrees to diligently perform and complete the Services in accordance with the Schedule of Performance attached hereto and incorporated herein by reference as Exhibit "B" ["Schedule of Performance"]. Modifications of the Schedule of Performance must be agreed upon in writing in advance by the authorized representative of the parties. The term of this Agreement shall be for two (2) years from and after the effective date, unless expressly provided to the contrary in the Scope of Services, and subject to early termination as provided for in Section 11 [Termination] of this Agreement. The term may be extended by the mutually agreement of the parties memorialized in writing. City authorizes its City Manager, or his/her designee, to agree to reasonable modifications of the Schedule of Performance and to extensions of the Term, provided such modifications and extension do not require additional compensation exceeding the City Manager's authority under City's purchasing ordinance. LA N48224623-2581 v1 1.4 General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non -conforming materials incorporated into the Services) to be of good quality and free from any defective or faulty material and workmanship. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. 1.5 Repair of Defects. Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is Iater, Contractor shall within ten (10) Days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terns of the warranty at his sole cost and expense. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective work services or which becomes damaged in the course of repairing or replacing defective work or services. For any work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as City may require to verify that any corrective actions are adequate to remedy the defective condition. In the event that Contractor fails to perform its obligations under this Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective, non -conforming, or damaged work or services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. 1.6 Contractor's Representative. Contractor hereby designates the representative named in Exhibit "D" ["Representatives"], or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. SECTION 2. COMPENSATION AND METHOD OF PAYMENT 2.1 Compensation. City shall pay to Contractor for non -disputed Services rendered, the compensation set forth in Exhibit "C" [Compensation] attached hereto and incorporated herein by reference. For excursions not identified in Exhibit "C", City shall pay to Contractor for non -disputed Services rendered the compensation as agreed upon by both parties. City authorizes its City Manager, or his/her designee, to approve additional compensation for Extra Work as may be approved under Section I above, provided such additional compensation, in the aggregate, does not exceed the City Manager's authority under City's purchasing ordinance. LA 94822-4623-2581 vi 2 2.2 Payment of Compensation. Contractor shall submit periodic (monthly or quarterly as specified by City in Exhibit "C") invoices together with an itemized statement of Services provided. The statement shall describe the Services provided together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any charges for work performed or expenses incurred by Contractor which are disputed by City, within 30 days of receiving such statement, all approved charges thereon. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor. SECTION 3, RESPONSIBILITIES OF CONTRACTOR 3.1 Control and Payment of Subordinates; Independent Contractor. Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under the Contractor's exclusive direction and control. Contractor will determine the means, methods and details of performing the Services subject to the requirement of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor 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. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. 3.2 Standard of Care & Licenses. Contractor agrees that all Services shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and warrants that it, its employees and subcontractors shall have sufficient skill and experience to perform the Services and that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such Iicenses and approvals shall be maintained in good standing throughout the term of this Agreement. 3.3 Required Corrections. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. 3.4 Law and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. LA #4M-4623-2591 vi 3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.6 Labor Code and Prevailing Wage Requirements_ 3.6.1 Anorenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. 3.6.2 Hours of Work. Contractor shall comply with the legal days work and overtime requirements of Section 1813 Labor Code. 3.6.3 Pavroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours. 3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seg., as well as California Code of Regulations, Title 8, Section 1600, et sec,., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Notwithstanding the foregoing, the parties agree that because CITY is a Charter City, and the Services provided are local in nature and of municipal concern, Sections 1720, et seq., and 1770, et seq., shall not apply. 3.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sexual orientation, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, Iayoff or termination. 3.8 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 seg., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. LA #49224623-2581 v 1 4 SECTION 4. INDEMNIFICATION 4.1 Indemnity, Except as to the sole negligence, active negligence, gross negligence or willful misconduct of the Agency or City, Contractor expressly agrees to, and shall, indemnify, defend, release, and hold the Agency, the City, and their respective officials, officers, employees, agents, and contractors harmless from and against any Action, liability, Ioss, damage, entry, judgment, order, lien, and Costs and Expenses which arises out of, or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, or contractors, connected with the performance under this Agreement, notwithstanding that the Agency and/or City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor's officers, directors, employees, agents and contractors, including but not limited to acts or omissions in any way related to, the release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the location at which work under this Agreement is performed of any Hazardous Substances by Contractor or its officers, directors, employees, agents, and subcontractors. The Parties expressly agree that any payment, or Costs and Expenses the City incurs or makes to, or on behalf of, an injured employee under the City's self administered workers' compensation, is included as a loss or Costs and Expenses for the purpose of this Section. The City shall not be responsible for any acts, errors or omissions of any person or entity except the City and their respective officers, agents, servants, employees or contractors. The Parties expressly agree that the obligations of Contractor under this Section shall survive the expiration or early termination of the Agreement. 4.2 Action. For purposes of this Agreement, "Action" shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court-ordered, binding, or non-binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action. 4.3 Costs and Expenses. For purposes of this Agreement, "Costs and Expenses" shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorneys fees, consultant fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable. 4.4 Hazardous Substances. For purposes of this Agreement, "Hazardous Substances" shall mean any and all of the following: a. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C- LA #4M4623-2581 A 5 §1801, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. § 1201, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code ("H.&S.C.") §25100, et seq.; the Hazardous Substance Account Act, H.&S.C.§25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq.; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seg.; the Carpenter -Presley -Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq.; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq.; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001, et seq.; the Porter -Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended; and b. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, Iaw, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature. SECTION 5. RECORDS AND DOCUMENTS 5.1 Accounting Records. 5. 1.1 Maintenance and Insvection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. 5.1.2 Insvection and Covving. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. 5.2 Ownership of Documents. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing any services pursuant to the Agreement shall become the sole property of City and may be used, reused or otherwise LA #48224623-2581 A 6 disposed of the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents SECTION 6. INSURANCE 6.1 Maintenance of Insurance. Prior to the beginning of and throughout the term of this Agreement Contractor will maintain insurance in conformance with requirements established by City's Purchasing Officer, Finance Director or Risk Manager for the type of Services being performed. Contractor acknowledges that prior to the effective date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit "F" ("Insurance"). Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits provided by City constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. 6.2 Additional Insureds. Contractor agrees to have its insurer include as additional insureds City, its officials, employees and agents, under such polices, and using such forms as may be, identified by the City's Purchasing Officer, Finance Director or Risk Manager. Contractor also agrees to require all contractors, and subcontractors to do so likewise. 6.3 Proof of Insurance to City. Proof of compliance with the insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and such additional insured endorsements as have been required to Contractor's policies shall be delivered to City concurrently with Contractor's execution of this Agreement, but in no event later than the Effective Date of this Agreement. 6.4 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 6.5 Modification of Insurance Provisions. City authorizes City Manager to make, upon the written concurrence of the Finance Director or Risk Manager, reasonable amendments to the insurance requirements provided by City to Contractor under Section 6.1 of this Agreement, after considering the Scope of Services, potential liabilities, and the required level of insurance to adequately protect the City from risk liability. LA #4822-4623-2581 v 1 SECTION 7. BONDS Section intentionally deleted. No bonds necessary for these services. SECTION S. TERMINATION. 8.1 Termination by City. City may, by written notice to Contractor, terminate with or without cause, and without any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least three (3) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non - disputed Services, which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 8.2 Termination by Contractor. Contractor may, by written notice to City, terminate this Agreement based upon City's failure to timely cure a default under this Agreement as provided herein. At least forty-five (45) days prior to termination, Contractor shall provide City with a written notice specifying City's alleged default and providing City with a forty-five (45) day period to cure the default. Should City timely cure such default, the Agreement shall continue. Should City failure to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City. SECTION 9. GENERAL PROVISIONS 9.I Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 9.2 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. 9.3 Excusable Delays. Contractor shall not be liable for damages, including Iiquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. 9.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of the Agreement. LA 114822-4623-2581 V1 8 9.5 Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of Iitigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, located in Los Angeles, California. 9.6 Integration. This Agreement, including the attached Exhibits "A" through "F", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives. 9.7 Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). 9.8 Prohibited Interests. Contractor represents and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 9.9 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the City and the Contractor. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.10 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 9.11 Delivery Of Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the addresses listed in Exhibit "D", or at such other address as the respective parties may provide in writing for this purpose. Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and address to the part at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 9.12 Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. L, #4$22-0623-2581 vi 9 9.13 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 or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor 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. 9.14 Attorneys Fees, Costs And Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, Costs and Expenses, in addition to any other relief to which it may be entitled. 9.15 Subcontracting. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 9.16 Counterparts_ This Agreement may be signed in counterparts, each of which shall constitute an original. 9.17 Authority To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year first above written. CITY OF TEMPLE C By City Manager July 1, 2012 APPROVED AS T9 FORM: City Attorney LA,14822-4623-2581 vi 10 CON CTOR: By {Author fficer} Title C Q X..n--Tk S P -'^5 y Print Name C C�da-) Phone EXHIBIT "A" SCOPE OF SERVICES CONTRACTOR shall provide all necessary personnel, materials, equipment, and transportation required for a complete adult excursion program including transportation and admission to various venues as identified in CONTRACTOR'S proposal which is attached hereto and incorporated by reference. Venues to be identified jointly by CITY and CONTRACTOR. EXHIBIT "C" COMPENSATION The CITY shall pay CONTRACTOR to perform the services provided as identified in Exhibit "A" Adult Excursion Program — Worksheet, or as agreed upon by both parties for excursions not identified in Exhibit "A". LA 44822-4623-2581 v I EXHIBIT "D" REPRESENTATIVES City of Temple City Department of Parks & Recreation 9701 Las Tunas Drive Temple City, California 91780 Attn: Cathy Burroughs cburroughs@templecity.us Inland Empire Tours & Transportation 9567 8h Street Rancho Cucamonga, CA 91710 Attn: Stacey Key, Senior Tour Manager Stacey@iebuses.com LA #4M4623-2581 v EXHIBIT "E" BONDS REQUIRED None Required 1.A #4822-0623-2581 v] EXHIBIT "F" INSURANCE CONTRACTOR shall not commence work under this contract until CONTRACTOR shall have obtained all insurance required by this Agreement and such insurance shall have been approved by the CITY as to form, amount, and carrier; nor shall CONTRACTOR allow any subcontractor to commence work on any subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. (a) COMPENSATION INSURANCE - CONTRACTOR shall take out and maintain during the life of this contract, Worker's Compensation Insurance for all of CONTRACTOR's employees employed in connection with this Agreement; and if any work is sublet, CONTRACTOR shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees, unless such employees are covered by the protection afforded by CONTRACTOR. If any class of employees engaged in work under this contract is not protected under any Workers' Compensation law, CONTRACTOR shall provide and shall cause each subcontractor to provide adequate insurance for the protection of employees not otherwise protected. CONTRACTOR shall indemnify CITY for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain such insurance. (b) COMPREHENSIVE GENERAL LIABILITY, PRODUCTS/COMPLETED OPERATIONS HAZARD, COMPREHENSIVE AUTOMOBILE LIABILITY AND CONTRACTUAL GENERAL LIABILITY INSURANCE — CONTRACTOR shall take out and maintain during the life of this contract such comprehensive general liability, products/completed operations hazard, comprehensive general liability and contractual general liability insurance as shall protect CITY, its elective and appointive boards, officers, agents and employees, CONTRACTOR, and any subcontractor performing work covered by this contract, from claims for damage for personal injury, including death, as well as from claims for property damage which may arise from CONTRACTOR's or any subcontractor's operations under this contract, whether such operations be by CONTRACTOR or by any subcontractor, or by anyone directly or indirectly employed by either CONTRACTOR or any subcontractor, and the amounts of such insurance shall be as follows: (1) Public Liabilitv Insurance in an amount of not less than ONE MILLION DOLLARS ($1,000,000); (2) Products/Completed Operations Hazard Insurance in an amount of not less than ONE MILLION DOLLARS ($1,000,000); (3) Comprehensive Automobile Liabilitv Insurance in an amount of not less than ONE MILLION DOLLARS ($1,000,000); LAi148224623-2581 v1 (4) Contractual General Liability Insurance in an amount of not less than ONE MILLION DOLLARS ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than TWO MILLION DOLLARS ($2,000,000) shall be considered equivalent to the said required minimum limits set forth hereinabove. (c) PROOF OF INSURANCE — The insurance required by this AGREEMENT shall be with insurers which are Best A rated, and California Admitted or better. The CITY of Temple City shall be named as "additional insured" on all policies required hereunder, and CONTRACTOR shall furnish CITY, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required, and adequate legal assurance that each carrier will give CITY at Ieast thirty (30) days' prior notice of the cancellation of any policy during the effective period of the contract. (d) NOTICE TO COMMENCE WORK -- The CITY will not issue any notice authorizing CONTRACTOR or any subcontractor to commence work under this contract until CONTRACTOR has provided to the CITY the proof of insurance as required by subparagraph (c) of this article. L,A#4822A623-2581 v CITY OF TEMPLE CITY ADULT EXCURSION PROGRAM Nb �AM�`P r'io`t 41 DEADLINE FOR SUBMITTAL OF PROPOSALS: May 11, 2012 6:00 p.m. City of Temple City 9701 Las Tunas Drive Temple City, CA 91780 Attn: Cathy Burroughs (626) 285-2171 Inland Empire Tours c� Transportation 9567 8th Street Rancho Cucamonga, CA 91710 909-466-4191 Office 909-466-4193 tEcxx�, Website. umnv. ies6uses. com Email- stacey@iesfiuses.com Stacey Xey — Senior Tour ,Manager TABLE OF CONTENTS • Cover Letter — pg. 1 • Introduction — pg. 3 • Scope of Work — pg. 4 • Methodology "Exhibit A"- pg. 5 • References "Exhibit B"— pg. 6 • Personnel — pg. 7 Introduction Inland Empire Tours & Transportation have been in business since 1983 and has been serving the City of Temple City for over 10 years. We are a family owned company and take great pride in our motorcoach fleet. Besides providing motorcoach transportation, we make all reservations for your venue (i.e.: museums, gardens, restaurants, theater tickets, festivals, parks, etc.) for the senior center and provide all with full payment in advance or upon arrival, prior to invoicing customer. We can provide you with an extensive list of customized day tours along with overnight and multi day packaged trips to various destinations (i.e.: Arizona, New Mexico, Colorado, Northern California, etc.). Our company is also a certified maintenance facility and provides services for the State of California Corrections Department. As well as, the San Bernardino County Sheriffs Department maintaining their fleet along with our own coaches on a daily basis. We have highly skilled mechanics on duty everyday along with a 24-hour dispatcher available any day of the week. Besides providing services for the city Park & Recreation/Senior Center divisions, we also provide transportation for the Unified School Districts which require us as a motorcoach operator and our bus drivers to be tested and certified through the California Highway Patrol. The U.S. military reserves transportation through our company for their soldiers/staff which requires us to be certified through the Department of Defense. Scope of Work 1. Vehicle - All pricing is based on our 47 passenger coach. Z. Payment and Cancellation Policy - All invoices are to be paid within 30 days of service. Trips canceled may be subject to a fee if deposits have been issued. Trips canceled prior to the indicated date(s) will not have any penalty. 3. Required/Minimum # of Passengers - All trips will have a minimum on each confirmation. 4. Comp policy - One escort will be complimentary with minimum paid on each trip. If more than one escorts needs to be on a trip, please contact our office for more information. 5. Is Company a California Registered Seller or Travel? - We are a tour and motorcoach operator. 6. Pricing - All pricing on bid quotes include all fees required for each. 7. Policy Regarding Changes to Itinerary — Changes made to an existing order may occur if the venue(s) have made changes to their menu, pricing, tour availability, etc. Trips that are booked 6 or months in advance have this possibility. EXHIBIT "A" ADULT EXCURSION PROGRAM - WORKSHEET Location/ Tour Million Dollar Quartet' Pantaqes Theater Pageant of the Masters Laguna Beach A Bite of Santa Barbara State Line Gambling Temecula Wine & Cheese Tour Lake Cachuma Cruise Chumash Casino & Resort "Gold Hill" Julian Gold Rush Musical Tour Spirit of Hollywood Tour Lunch at Dracula's Grotto Oktoberfest at Old World White Christmas Old Towne Music Hall White House Christmas & Lunch Anaheim Coronado Christmas Tour Holiday Light Festival Griffith Park Bowens Cultural Museum Jeopardy Taping Lotus Land Santa Barbara. Indio Date Festival Nethercutt Collection Magical Morocco Long Beach Ronal Reagan Presidential Library Tour Strawberry Tour Tanaka Farms Palm Springs Follies Graceland of the West Celebrity Homes Tour Beverly Hills and Hollywood Catalina Island - Bus Cost to Long Beach Terminal Admission Meal $75-$51.00 X $47.00 X $56.00 $20.00 $61.00 $20.00 $35.00 $50.00 $17_00 $39.00 $53.00 $66.00 $0 $35.00 $19.00 $35.00 $11.00 $22.00 $58.00 $33.00 $29.00 $56.00 $48.00 $61 .00 $0 _Motorcoach # Hours Hr. Rate Total 5 $590.00 $TBD 6.5 10.25 i.ncludeL 16 X 9.5 11.5 x 11 X X X X 8.5 5 7 6.5 9.5 5.5 6.5 10 10.5 8 7.5 6 7.5 7 10 9 9 TBD $725.00 $1665.00 $1062.511 $2182.!00 included $800.0 $995.00 $2215.0 $1175.011 $1675. 0 $1430.0■ $2180.00 $905.00 $1905.08 $590.00 $1270.00 $770.00 $1940.04 $725:00 '$1785.00 $995.00 $2315.0r1 $635.00 $635.00 $725.00 $1425.0 $1040.0) $1800.)0 $1085.0] $2485.)0 $860.00 $1080.0) $815.00 $1695.0) $680_00 $2420.0) $815.00 $1805.0) $770.00 $1495.0) $1040.00 $2440.)0 $950.00 $1910.0) $950.00 $3390.0) $1180.00 $1180.00 EXHIBIT "B" ADULT EXCURSION PROGRAM - REFERENCES 1. Agency City of Rancho Cucamonga Community Services Contact Person Linda Whitehead - Trips & Tours Address 11200 Base Line Road City/Zip Rancho Cucamonga, CA 91730 Telephone No. 909-477-2780 Years Experience with Org. 16+ yrs 2. Agency San Dimas Parks & Recreation, Senior Services Contact Person Erica Rodriguez, Connie Arellano Address 201 E. Bonita Avenue CiWip San Dimas, CA 91773 Telephone No. 909-394-6293 Years Experience with Org. 20+ yrs 3. 4 Agency San Gabriel Parks & Recreation Department Contact Person Nancy Hogan, Theresa Johnson Address 250 S. Mission Drive City/Zip San Gabriel, CA 91776 Telephone No. 626=308-2875 Years Experience with Org. 20+yrs Agency City of Duarte Senior Center Contact Person Peggy Diamond Address 1600 Huntington Drive City/Zip Duarte, CA 91010 Telephone No. 626-357-3513 Years Experience with Org. 20+ yrs PERSONNEL Curtis Basey — President Nicole Basey — Vice President Carl Kovach — Safety Director Stacey Key — Tour Sales Manager Andrea Hernandez — Tour Assistant Patty Fernandes — Tour Assistant Your main point of contact for all trips and tours will be Stacey Key, Andrea Hernandez or Patty Fernandes. Stacey Key From: Cathy Burroughs [cburroughs@templecity.us] Sent: Tuesday, May 22, 2012 9A8 AM To: 'stacey@iesbuses.com' Subject: Adult Excursion Agreement Attachments: Agreement - Inland Empire.pdf Stacey, Attached is an Agreement for an Adult Excursion Program between the City of Temple City and Inland Empire Tours & Transportation. We hope to have Council approval of this agreement at their June 5th meeting. As such, please review, sign, and return the Agreement as soon as possible, however no later than May 28th. If you have any questions please feel free to contact me. Looking forward to a continuing relationship with Inland Empire. Cathy Burroughs Director of Parks & Recreation City of Temple City (626) 285-2171 This message contains information which may be confidential and privileged. Unless you are the addresses (or authorized to receive for the addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. 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