HomeMy WebLinkAbout03 - CC-4 - Amendment to Existing PSA with Western T - 2/17/2015CITY COUNCIL AGENDA REPORT
MEETING DATE: FEBRUARY 17, 2015
ITEM NUMBER: CC -4
SUBJECT: AMENDMENT TO EXISTING PROFESSIONAL SERVICES AGREEMENT WITH
WESTERN TRANSIT, INC.
DATE: JANUARY 28, 2015
FROM: PARKS & COMMUNITY SERVICES DEPARTMENT
PRESENTATION BY: TAMARA LETOURNEAU, ASSISTANT CEO
FOR FURTHER INFORMATION CONTACT: TRAVIS KARLEN, RECREATION MANAGER, (714)
754-5302
RECOMMENDATION
Staff recommends the following:
1. City Council approve an amendment to the existing Professional Service Agreement with
Western Transit Systems, Inc. (Attachment 1) to include contract driver services and a
para -transit vehicle to transport seniors to medical appointments;
2. Accept the awarded grant in the amount of $106,710 from the Hoag Memorial Hospital
Presbyterian Community Benefit Program (Attachment 2) to be specifically used for the
Medical Transportation Program;
3. Authorize the Chief Executive Officer to sign the amended 2 Year PSA with Western
Transit in the amount not exceed $213,419.70; and
4. Authorize CEO to sign a Purchase Requisition for the amended PSA.
BACKGROUND
At the September 16, 2014 City Council meeting (Attachment 3) the Council approved a 2 -year
extension Professional Services agreement with Western Transit Systems Inc. (Attachment 4) to
provide contract driver services for the senior para -transit vehicles to transport Costa Mesa
seniors to the Senior Center for various activities, congregate meals, and to shopping and other
needed appointments. The contract term commenced October 1, 2014 and expires September
30, 2016.
Prior to the City assuming operational and financial responsibility of the Senior Center, the
former operator utilized the services of Western Transit Systems, Inc. to provide contract driver
services and a para -transit vehicle to transport seniors to medical appointments funded by Hoag
Memorial Hospital. The Medical Transportation Program is based at the Senior Center and
operates Monday through Friday, transporting seniors to medical appointments. The medical
transportation services are free of charge to Costa Mesa seniors. Western Transit has been
operating on a month to month basis in the interim.
ANALYSIS
On December 16, 2014, the City received an award letter from Hoag Memorial Hospital
(Attachment 1) for a grant in the amount of $106,710 to fund the Medical Transportation service
to continue to provide medical transportation services to Costa Mesa seniors. The grant term for
FY 2015 commences July 1, 2014 to June 30, 2015. The funds are restricted to the Senior
Transportation Program for the transportation of senior to medical appointments.
Currently, the program for medical transportation has been operating on a monthly basis. Western
Transit has been providing one (1) driver, one (1) ADA accessible bus, fuel and maintenance. The
City's current rate for this service is $418.47 per day to assure that the medical transportation
program is not interrupted. The program provides service to approximately 152 seniors per month.
In order to continue to provide medical transportation for seniors, it is necessary to amend the
current PSA to include the medical transportation services. Western Transit has provided a cost
breakdown and scope of work (Attachment 5).
As the City moves forward with the Senior Center operation, consistency in programs and services
is key to the success of the Center. Staff is confident that the current provider is capable of
continuing to provide both transportation services based out of the Senior Center. Western Transit
has provided very dependable service and the City's medical transportation services are essential
to the Senior Center programming and the seniors in Costa Mesa.
FISCAL REVIEW
The City's current rate for medical transportation is $418.47 per day, based on 2,295 service
hours with 255 operating days per year. The annual cost is $106,709.85. The total 2 -year
contract amount shall not exceed $213,419.70. The increased contract amount is attributed to
Western Transit providing driver services, a para -transit vehicle, fuel, and vehicle maintenance.
Staff has secured funding for this project through a grant from Hoag Memorial Hospital
Presbyterian Community Benefit Program awarded to the City of Costa Mesa Senior Center in
the amount of $106,710. The grant amount will fund the first year of the contract FY 14-15 and
will be included in the FY 14-15 mid -year budget report. Staff will include the cost in the amount
of $106,710 in the FY 15-16 budget and will continue to seek other funding opportunities to
continue this much needed service. The City is eligible for future funding opportunities with
Hoag Memorial Hospital Presbyterian Community Benefit Program.
ALTERNATIVES CONSIDERED
The following are other alternatives that the City Council may consider:
City may choose not to approve the amendment to include the Medical Transportation
Program with Western Transit and direct staff to proceed with the RFP process.
2. The City may choose to hire additional City staff to provide this service.
3. The City may choose to conclude the Medical Transportation Program and return the grant
funding to Hoag Memorial Hospital Presbyterian Community Benefit Program.
LEGAL REVIEW
The City Attorney's office has prepared and reviewed the amendment to the Professional Services
Agreement and approved it as to form.
CONCLUSION
In order to continue to provide medical transportation services at the Senior Center without
interruptions and for the purpose of program consistency, staff recommends that the City Council
approve the amendment to the current PSA with Western Transit to include medical transportation
services; accept the awarded grant from Hoag Memorial Hospital Presbyterian Community Benefit
Program in the amount of $106,710 for FY 14-15; Authorize the Chief Executive Officer to sign the
amended PSA with Western Transit in the amount not exceed $213,419.70; and authorize the
CEO to sign a Purchase Requisition for the amended PSA .
TAMARA LETOURNEAU
Assistant CEO
*i4A_ _
STEVE DUNIVENT
Interim Finance Director
� w
AVIS KARLEN
Recreation Manager
ATTACHMENTS: 1. Amendment to PSA with Western Transit
2. Funding Letter from Hoag Memorial Hospital Presbyterian
Community Benefit Program
3. September 16, 2014 City Council Action Report
4. Existina Western Transit Professional Services Aareement
5. Proaosal submitted by Western Transit
DISTRIBUTION: Chief Executive Officer
Assistant Chief Executive Officer
City Clerk
Staff
File
3
k j
AMENDMENT NUMBER TWO
TO PROFESSIONAL SERVICES AGREEMENT
WITH WESTERN TRANSIT SYSTEMS
This Second Amendment "Amendment") is made and entered into this 21" day of
February, 2015 ("Effective Date") by and between the CITY OF COSTA MESA, a
municipal corporation ("City") and WESTERN TRANSIT SYSTEMS, a California
corporation ("Consultant").
RECITALS
WHEREAS, Consultant and City entered into an agreement on October 1, 2011,
for Consultant to provide services relating to the transportation of seniors in a senior
transportation vehicle (the "Agreement"); and
WHEREAS, on October 1, 2014, the parties entered into Amendment Number
One to the Agreement to exercise an option to renew the Agreement for an additional
two years; and
WHEREAS, Consultant and City now desire to amend the Agreement to add
additional services as set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. The recitals set forth above are true and correct and incorporated herein by
this reference.
2. In addition to the scope of services set forth in Section 1.1 of the
Agreement, Consultant shall provide medical transportation services to seniors as set
forth in Exhibit "A" (Costa Mesa Senior Mobility Program) attached hereto and
incorporated herein by this reference.
3. Section 2.1 of the Agreement is hereby amended to state that Consultant
shall be paid in accordance with the new fee schedule set forth in Exhibit"B" of this
Amendment, attached hereto and incorporated herein by this reference, and that
Consultant's total compensation shall not exceed Two Hundred Thirteen Thousand Four
Hundred Nineteen and 70/100 Dollars ($213,419.70).
4. Except as set forth herein, the terms of the Agreement shall remain in full
force and effect.
1 WESTERN TRANSIT SYSTEMS
AMENDMENT TWO
IN WITNESS WHEREOF, the Parties hereto have set their hand by their duly
authorized representatives as of the day and year first above written.
CITY OF COSTA MESA,
A municipal corporation
Chief Executive Officer
WESTERN TRANSIT SYSTEMS
Signature
APPROVED AS TO FORM:
City Attorney
2 WESTERN TRANSIT SYSTEMS
AMENDMENTTWO
Exhibit A
New Fee Schedule
WESTERN TRANSIT SYSTEMS
AMENDMENTTWO
COSTA MESA SENIOR MOBILITY PROGRAM
SPONSORED BY HOAG HOSPITAL
Services provided:
• Phone Coverage
• Booking / Dispatch (Currently covered by WTS at CMSC)
• Transportation of passengers within the city boundaries to the following:
o Medical
o Shopping
o Other (Such as CMSC and other city programs)
• WTS Provides:
o Bus
o Fuel
o Insurance
o Maintenance
o Driver
• Service Hours Monday —Friday 7:30pm — 4:00pm (with a 30 min lunch)
Costa Mesa Senior Center - Protection
Note: Program funded by HOAG Hospital
(Per rate sheet In Contract)
Administrative Costs
1. Management Wages
2,912
2. Benefits
932
3, Workers Compensation
2,201
4. Liability Insurance
4,878
5. Other
Operating Costs
6. Supervisor Wages
7. Drivers Wages
27,514
8. Dispatch Wages
7,033
9. Benefits
11,204
10. Uniforms
428
11. Training
342
12. Licenses and Fees
1,000
13.Other- De reciation
17,844
Maintenance Costs
14, Mechanics Wages
3,252
15. Benefits
1,055
16. Training
17. Parts / Su lies /Tires
1,075
18. Shop Materials
19. Shop Maintenance
20. Towing
100
21. Other
Other Expenses
22. Start Up Costs
23. City and Other Fees or Taxes
24. Capital Costs -Specify
25. Service Fuel
11,832
26. Other Fuel - Dead Head fuel for Driver
3,106
27. Utilities
1,632
28. Overhead
2,720
29. Profit
5,650
30. Total Cost Sum of Numbers 1-29
106,710
31. Vehicle Service Hours Estimated
2,295
32, Hourly Rate #30 divided by #31
$ 46.50
Monthly Rate
$ 418.47
Note: Program funded by HOAG Hospital
HOAG MEMORIAL HOSPITAL PRESBYTERIAN
hoag One Hoag Drive, Box 6100
Newport Beach, CAA 92658-618-61
00
December 16, 2014
Eloisa Espinoza
City of Costa Mesa
PO Box 1200
Costa Mesa, CA 92627
Dear Ms. Espinoza,
ATTACHMENT 2
Congratulations! We are pleased to inform you that a grant in the amount of $106,710 has
been approved by Hoag Memorial Hospital Presbyterian Community Benefit Program for the
project titled Senior Transportation Program.
Our mission as a nonprofit, faith -based hospital is to provide the highest quality health care
services to the communities we serve. We are excited to partner with your organization in
fulfilling our mission and the unmet needs of our community. Acceptance of this grant
acknowledges agreement to the following:
• The grant term: FY2015 July 1, 2014 -June 30, 2015
• The funds must be used specifically for the designated project listed above as outlined
in your FY15 grant application
• Maintain your records to show and account for the uses of grant funds
• Your organization must notify us immediately if there is any change in your public
charity status
• We will be sending a request for a progress report and a final report in the months to
come. More details to follow.
Please submit an invoice with the specified project title and approved amount to:
CommunityBenefitGrants0hoag.org. After we receive your invoice, please allow 3-6 weeks
for the delivery of the grant check.
Once again, congratulations on this recognition of the great work you do to serve the
community. We look forward to working with you during the coming year.
Sincerely,
(�4-v� "-�
Gwyn Parry, MD
Director Community Benefit
Michaell Rose, MSW, LCSW
Director of Community Programs
K—v.`� �� , Ke+, ,acs n
Minzah Malik, MPH, MBA
Manger Community Benefit
Newport beam, lA veaoc uvme,� YLo 16 www.noag org
ATTACHMENT 3
ACTION REPORT: For Informational Purposes Only
1. PROCEDURAL WAIVER: MOTION TO APPROVE THE READING BY TITLE ONLY OF
ALL ORDINANCES AND RESOLUTIONS. SAID ORDINANCES AND RESOLUTIONS
THAT APPEAR ON THE PUBLIC AGENDA SHALL BE READ BY TITLE ONLY AND
FURTHER READING WAIVED
ACTION:
City Council waived reading in full of Ordinances and Resolutions and approval and
adoption of same by reading title only.
2. READING FOLDER
a. Claims received by the City Clerk: Juan Abundis; Jesi Jaimes Pearce; Joshua Spinks;
Cynthia M. Smith; Barbara Keesling; and Jonathan Champeau.
ACTION: Received and filed.
6. SENIOR MOBILITY PROGRAM DRIVER SERVICES AWARD OF CONTRACT
ACTION:
City Council approved a Professional Services Agreement with Western Transit Systems,
Inc. to provide driver services for the Costa Mesa Senior Mobility Program for a one two-
year (2) extension, and authorize the Mayor to sign on behalf of the City.
7. SUCCESSOR AGENCY ADMINISTRATIVE BUDGET FOR SIX-MONTH FISCAL PERIOD
OF JANUARY 1, 2015 TO JUNE 30, 2015
ACTION:
Successor Agency to the Costa Mesa Redevelopment Agency adopted Successor Agency
Resolution No. 14-xx, to be read by title only and waived further reading, approving the
Successor Agency's Administrative Budget for the 14-15B Six -Month Fiscal Period of
January 1, 2015 to June 30, 2015 Pursuant to Health and Safety Code Section 34177Q) of
the Dissolution Law.
8. REVIEW AND APPROVAL OF RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR
THE 14-15B SIX-MONTH FISCAL PERIOD OF JANUARY 1, 2015 TO JUNE 30, 2015
("ROPS 14-15B")
ACTION:
Successor Agency to the Costa Mesa Redevelopment Agency adopted Successor Agency
Resolution No. 14-xx, to be read by title only and waived further reading, Approving the
Recognized Obligation Payment Schedule for the 14-15B six-month fiscal period of
January 1, 2015 to June 30, 2015 ("ROPS 14-1513"), subject to submittal to and review by
the Oversight Board and then by the State Department of Finance ("DOF"). Further, the
Assistant Finance Director, in consultation with legal counsel, shall be authorized to request
and complete meet and confer session(s) with the DOF and authorized to make
augmentations, modifications, additions or revisions as may be necessary or directed by
DOF.
ACTION REPORT —REGULAR MEETING/SPECIAL JOINT MEETING —September 16,2014— PAGE 2
ATTACHMENT 4
P.O. BOX 1200, CALIFORNIA 92828-1200
FROM THE OFFICE OF THE CITY MANAGER
October 10, 2014
Western Transit Systems
6053 W. Century Blvd., 9t" Floor
Los Angeles, CA 90045
RE: Amendment Number one
Enclosed, for your records, is the amendment number one to the
professional services agreement for Western Transit Systems to
provide transportation services for seniors.
Sincerely,
a'WA (-zz�
Brenda Green
City Clerk
Enclosure (1)
77 FAIR DRIVE
PHONE: (7'141754-5327 • TDD: (714)754-5244 FAX: (714)754-5330 • w xl.costa-mesa.aa. LIS
AMENDMENT NUMBER ONE
TO PROFESSIONAL, SERVICES AGREEMENT
WITH WESTERN TRANSIT SYSTEMS
This Amendment is made and entered into this I" day of October, 2014
(`Effective Date") by and between the CITY OF COSTA MESA, a municipal
corporation ("City") and WESTERN TRANSIT SYSTEMS, a California corporation
(`Consultant").
RECITALS
WHEREAS, Consultant and City entered into an agreement on October 1, 2011,
for Consultant to provide services relating to the transportation of seniors in a senior
transportation vehicle (the "Agreement"); and
WHEREAS, the Agreement terminates on September 30, 2014, but provides for
an option to renew for an additional two years; and
WHEREAS, Consultant and City desire to exercise such option to renew.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows;
I. The recitals set forth above are true and correct and incorporated herein by
this reference.
2. The term of the Agreement shall be extended through September 30, 2016,
3. Section 2.1 of the Agreement is hereby amended to state that Consultant
shall be paid in accordance with the new fee schedule set forth in Exhibit "A" of this
Amendment, attached hereto and incorporated herein by this reference, and that
Consultant's total compensation shall be increased by One Hundred Seventy Eight Three
Hiindred and. Eighteen Dollars ($178,318).
4. Except as set forth herein, the terms of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Parties hereto have set their hand by their duly
authorized representatives as of the day and year first above written.
WESTIIRN TRANSIT SYSTEMS
AMENDMENT ONE
CITY OF COSTA MESA,
A municipal corporation
WESTERN TRANSIT SYSTEMS
A4i~
3gnature
APPR.O O O
4
City Attorney
WESTERN TRANSIT SYSTFMS
AMENDMENT ONE
ATTACHMENT
NEW FEE SCHEDULE
WESTERN TRANSIT SYSTEMS
AMENDMENT ONE
Cost Proposal - City of Costa Mesa Presented by Western Transit
ADMINISTRATIVE COSTS
Period 1
(10/1/14 - 9/30/15)
Period 2
(10/1/15 -9/30/16)
1. Management/Admin Wages
$
2,912
$
2,985
2, Fringe Benefts
$
932
$
969
3. Workers' Compensatlon
$
2,417
$
2,514
4. Liability Insurance
$
9,756
$
9,756
5. Other (use Additional Sheets)
6. Supervisor Wages
$
1,000
$
1,025
7. Driver Wages
$
30,218
$
30,973
8, Dispatcher Wages
$
11,456
$
11,742
9, Fringe Benefits
$
12,760
-$
13,270
10. Uniforms
$
428
$
439
11. Training
$
342
$
351
12. Licenses
13. Other (Use Additional Sheets)
MAINTENANCE COSTS
14, Mechanic Wages
15. Mechanic Fringes
16. Training
17. Parts/Supplies/Tires
18. Shop Matierals
19, Building/Shop Maintenance
20. Towing
21. Other (Use Additional Sheets)
OTHER EXPENSES
22, Start-up Costs
23. City and Other Fees or Taxes
24, Capital Costs -Specify
25, Other Costs - Fuel
$
6,800
$
7,140
26. Utilities
$
1,632
$
1,632
27. Overhead
$
2,720
$
2,788
28. Profit
$
4,635
$
4,726
29. Total Costs (Sum of Numbers 1 through 28)
$
88,008
$
90,310
30. Vehicle Service Hours (estimated)
2,295
2,295
31. Hourly Rate (#29 divided by #30)
$
38.35
$
39.35
ATTACHMENT 5
PROFESSIONAL SERVICES AGREEMENT
FOR SENIOR TRANSPORTATION DRIVERS
THIS AGREEMENT is made and entered into this IA day of October, 2011 ("Effective
Date"), by and between the CITY OF COSTA MESA, a municipal corporation ("City"), and
Western Transit Systems, a California corporation ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to have Consultant provide drivers that will transport seniors
in senior transportation vehicle as described herein below; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise
contemplated within California Government Code, Section 37103, and holds all necessary
licenses to practice and perform the services herein contemplated; and
C. WHEREAS, City and Consultant desire to contract for specific services in connection
with the project described below (the "Project") and desire to set forth their rights, duties and
liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions
of California Government Code, Sections 1090-1.092, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide drivers that will be used to transport
seniors in senior transportation vehicle.
1.2. Professional Practices. All professional services to be, provided by Consultant
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional consultants in similar fields and circumstances in accordance with sound
professional practices. Consultant also warrants that it is familiar with all laws that may affect
its performance of this Agreement and shall advise City of any changes in any laws that may
affect Consultant's performance of this Agreement.
1.3. Warranty. Consultant warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws including,
but not limited to, those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation insurance and safety
in employment; and a1:1 other Federal, State and local laws and ordinances applicable to the
services required under this Agreement. Consultant shall indemnify and hold harmless City from
and against all claims, demands, payments, suits, actions, proceedings, and judgments of every
nature and description including attorneys' fees and costs, presented, brought, or recovered
against City for, or on account of any liability under any of the above-mentioned laws, which
may be incurred by reason of Consultant's performance under this Agreement
1.4. Non-discrimination. In performing this Agreement, Consultant shall not engage
in, nor permit its agents to engage in, discrimination in employment of persons because of their
race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital
status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the
Government Code. Violation of this provision may result in the imposition of penalties referred
to in Labor Code, Section 1735.
1.5. Non -Exclusive Agreement, Consultant acknowledges that City may enter, into
agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.6. Delegation and Assignment. This is a personal service contract, and the duties set
forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ
other personnel to perform services contemplated by this Agreement at Consultant's sole cost
and expense.
2.0. COMPENSATION AND BILLING
2.1, Compensation. Consultant shall be paid in accordance with the fee schedule set
forth in Exhibit "A," attached hereto and made a part of this Agreement (the "Fee Schedule").
Consultant's compensation shall in no case exceed Two Hundred Nineteen Thousand Three
Hundred Dollars ($219,300.00).
2.2. Additional Services. Consultant shall not receive compensation for any services
provided outside the scope of services unless the City or the Project Manager for this Project,
prior to Consultant performing the additional services, approves such additional services in
writing. It is specifically understood that oral requests and/or approvals of such additional
services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. Consultant may submit invoices to City's Project Manager for
approval on a progress basis, but no more often than monthly. Said invoice shall be based on the
total of all Consultant's services which have been completed to City's sole satisfaction. City
shall pay Consultant's invoice within forty-five (45) days from the date City receives said
invoice. Each invoice shall describe in detail, the services performed and the associated time for
completion. Any additional services approved and performed pursuant to this Agreement shall
be designated as "Additional Services" and shall identify the number of the authorized change
order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to City or its Project Manager for inspection and/or audit at mutually convenient
times for a period of three (3) years from the Effective Date.
2 Western Transit Systems 11
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be
performed pursuant to this Agreement shall eonunence within five (5) days from the Effective
Date of this Agreement..
3.2. Excusable Delays, Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
parity.
4.0, TERM AND TERMINATION
4.1. Term, This Agreement shall commence on the Effective Date and continue for a
period of three (3) years, ,ending on September 30, 2014, unless previously terminated as
provided herein or as otherwise agreed to in writing by the parties, At the conclusion of this
term the Parties will have the option to renew the agreement for an additional two years.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
by this Agreement, with or without cause, at any time, by providing written notice to Consultant.
The termination of this Agreement shall be. deemed effective upon receipt of the notice of
termination. In the event of such termination, Consultant shall immediately stop rendering
services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and including
the date of City's written notice of termination. Compensation for work in progress shall be
prorated as to the percentage of work completed as of the effective date of termination in
accordance with the fees set forth herein, hi ascertaining the professional services actually
rendered hereunder up to the effective date of termination of this Agreement, consideration shall
be given to both completed work and work in progress, to complete and incomplete drawings,
and to other documents pertaining to the services contemplated herein whether delivered to the
City or in the possession of the Consultant.
4.4 Documents. In the event of termination of this Agreement, all documents
prepared by Consultant in its performance of this Agreement including, but not limited to,
finished or unfinished design, development and construction documents, data studies, drawings,
maps and reports, shall be delivered to the City within ten (10) days of delivery of termination
notice to Consultant, at no cost to City. Any use of uncompleted documents without specific
written authorization from Consultant shall be at City's sole risk and without liability or legal
expense to Consultant.
3 WesLem Tr"FU Systems 11
5.0, INSURANCE
5.1. Minimum Scone and Limits of Insurance. Consultant shall obtain and maintain
during the life of this Agreement all of the following insurance coverages:
(a) Comprehensive general liability, including premises -operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000,00), combined
single limits, per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non -owned vehicles,
with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence and aggregate,
(c) Workers' compensation insurance as required by the State of California.
Consultant agrees to waive, and to obtain endorsements from its workers'
compensation insurer waiving, subrogation rights under its workers'
compensation insurance policy against the City and to require each of its
subcontractors, if any, to do likewise under their workers' compensation
insurance policies,
(d) Professional errors and omissions ("E&O") liability insurance with policy
limits of not less than One Million Dollars ($1,000,000,00), combined
single limits, per occurrence and aggregate. Consultant shall obtain and
maintain, said E&O liability insurance during the life of this Agreement
and for three years after completion of the work hereunder.
5.2. Endorsements. The comprehensive general liability insurance policy shall contain
or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of. Costa Mesa and its elected and
appointed 'boards, officers, agents, and employees are additional insureds
with respect to this subject project and contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the
coverage reduced, until thirty (30) days after written notice is given to
City."
(c) Other insurance: "Any other insurance maintained by the City of Costa
Mesa shall be excess and not contributing with the insurance provided by
this policy."
5.3 0' any of such policies provide for a deductible or self-insured .retention to provide
such coverage, the amount of such deductible or self-insured retention shall be approved in
advance by City. No policy of insurance issued as to which the City is an additional insured
shall contain a provision which requires that no insured except the named insured can satisfy any
such deductible or self-insured retention.
4 Western Transit Systems 11
5.4. Certificates of Insurance. Consultant shall provide to City certificates of
insurance showing the insurance coverages and required endorsements described above, in a
form and content approved by City, prior to performing any services under this Agreement.
5.5. Non -limiting. Nothing in this Section shall be. construed as limiting in any way,
the indemnification provision contained in this Agreement, or the extent to which Consultant
may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification, The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
6.2. Representatives, The City Manager or his designee shall be the representative of
City for purposes of this Agreement and may issue all consents, approvals, directives and
agreements on behalf of the City, called for by this Agreement, except as otherwise expressly
provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who
shall be authorized to issue all consents, approvals, directives and agreements on behalf of
Consultant called for by this Agreement, except as otherwise expressly provided in this
Agreement.
6.3. Project Managers. City shall designate a, Project Manager to work directly with
Consultant in the performance of this Agreement.
Consultant shall designate a, Project Manager who shall represent it and be its
agent in all consultations with City during the term of this Agreement. Consultant or its Project
Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices.Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
IF TO CONSULTANT:
Western Transit Systems
16 l9 East Lincoln Ave.
Anabeirn, CA 92805
IF TO CITY:
City of Costa Mesa
77 Fair .Drive
Costa Mesa, CA 92626
5 Western Transit systems 11
Tel: 714-535-0156
Fax: 714-535-8768
Attn: Larry Slagle
Tel: 714-754-5636
Fax: 714-754-
Attn: Donna Theriault
6.5. Drug-free Workplace Policy. Consultant shall provide a drug-free workplace by
complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit
"B" and incorporated herein by reference. Consultant's failure to conform to the requirements
set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall
be cause for immediate termination of this Agreement by City.
6.6. Attorneys' Fees. In the event that litigation is brought by any party in connection
with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions, or provisions hereof.
6.7. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in
Orange County, California.
6.8, Assienment. Consultant shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of Consultant's, interest in this Agreement without
City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance
shall be void and shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of
Consultant's obligation to perform all other obligations to be, performed by Consultant hereunder
for the term of this Agreement.
6.9. Indemnification and Hold Harmless. Consultant shall protect, defend, indemnify
and hold harmless City and its elected and appointed officials, officers, and employees from any
and all claims, liabilities, expenses, including attorney fees, damage to property or injuries to or
death of any person or persons or damages of any nature including, but not by way of limitation,
all civil claims or workers' compensation claims arising out of or in any way connected with the
intentional or negligent acts, error or omissions of Consultant, its employees, agents or
subcontractors in the performance of this Agreement.
6.10. Independent Contractor. Consultant is and shall be acting at all times as an
independent contractor and not as an employee of City, Consultant shall secure, at his expense,
and be responsible for any and all payment of Income Tax, Social Security, State Disability
Insurance Compensation, Unemployment Compensation, and other payroll deductions for
Consultant and its officers, agents, and employees, and all business licenses, if any are required,
in connection with the services to be performed hereunder.
6.11.. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by
Consultant or any of its subcontractors in the course of performance of this Agreement, shall be,
Western Transit Systems 11
and remain the sole property of City, Consultant agrees that any such documents or information
shall not be made available to any individual or organization without the prior consent of City,
Any use of such documents.for other projects not conternplated by this Agreement, and any use
of incomplete documents, shall be at the sole risk of City and without liability or legal exposure
to Consultant, City shall indemnify and hold harmless Consultant from all claims, damages,
losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such
documents for other projects not contemplated by this Agreement or use of incomplete
documents furnished by Consultant. Consultant shall deliver to City any findings, reports,
documents, information, data, in any form, including but not limited to, computer tapes, discs,
files audio tapes or any other Project related items as requested by City or its authorized
representative, at no additional cost to the City,
6.12. Public Records Act Disclosure. Consultant has been advised and is aware that all
reports, documents, information and data including, but not limited to, computer tapes, discs or
files furnished or prepared by Consultant, or any of its subcontractors, and provided to City may
be subject to public disclosure as required by the California Public Records Act (California,
Government Code Section 6250 et. seq.). Exceptions to public disclosure may be .those
documents or information that qualify as trade secrets, as that term is defined in the California
Government Code. Section 6254.7, and of which Consultant informs City of such trade secret.
The City will endeavor to maintain as confidential all information obtained by it that is
designated as a trade secret. The City shall not, in any way, be liable or responsible for the
disclosure of any trade secret including, without limitation, those records so marked if disclosure
is deemed to be required by law or by order of the Court.
6.13. Responsibility for Errors. Consultant shall be responsible for its work and results
under this Agreement. Consultant, when requested; shall furnish clarification. and/or explanation
as may be required by the City's representative, regarding any services rendered under this
Agreement at no additional cost to City, In the event that an error or omission attributable to
Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design
drawings, estimates and other Consultant professional services necessary to rectify and correct
the matter to the sole satisfaction of City and to participate in any meeting required with regard
to the correction.
6.14. Prohibited Employment. Consultant will not employ any regular employee of
City while this Agreement is in effect.
6.15. Order of Precedence. In the event of an inconsistency in this Agreement and any
of the attached, Exhibits, the terms set forth in this Agreement shall prevail.
6.16. Costs. Each party shall bear its own costs and :fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
6.17. No Third Party Beneficiary -Eights, This Agreement is entered into for the sole
benefit of City and Consultant and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement.
7 Wnstem Transit Systems 11
6.18. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
6.19. Construction. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises with
respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties
and in accordance with its fair meaning. There shall be no presumption or burden of proof
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.
6.20. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.21, Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought, The waiver of any right or remedy
in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.22. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance. Notwithstanding the foregoing, if the value of
this Agreement, based upon the substantial benefit of the bargain for any party is materially
impaired, which determination as made by the presiding court or arbitrator of competent
jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good
faith negotiations.
6.23. Counterparts, This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
6.24. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so, the parties hereto axe formally bound to the provisions of this
Agreement.
8 Western Transit Systems r1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their respective authorized officers, as of the date first above written.
CITY OF COSTA MESA,
A municipal corporation
Mayor oht e 51y
of Costa Mesa
CONSULTANT
Date:
Date: !
5t* -eon l" on;�A�lh &PF1 ew-
Name and Title
Social Security or Taxpayer ID Number
ATTEST:
City Wrk and ex -o ficio Clerk
of the City of Costa Mesa
APPROVED O FORM:
f y— Date:
City Attorney
Date:
9 Western Trnnsit Systems ll
APPROVED AS TO CONTENT:
Date: / 3
Project Manager
10 Weetent Transit Systems 11
EXHIBIT A
FEESCHEDULE
11 Western Transit Systems 71
Cost Proposal - City of Costa Mesa
Presented py Western Transit Systeme
-y COST CATEGORY
PERIOD 1
,(p0I0V11 ABIBVI2
PERIOD 2
91ptn ZBI31113
PERIOD 3
BIp5tl3•(VI31114
ADMINISTRATIVE COSTS
1. Management Wages,
-
2. Frin e Benefits
3. Worker's Compensation
4. UabIlity Insurance
9,068
9,249
9434
5, Other Use Additional Sheets
OPERATING COSTS
6, Supervisor Wages
7. Driver Wages
25,061
25,562
26,073
B. Dispatcher Wages
11,326
11,552
11,783
9. Fringe Benefits
11,483
11,713
11,947
10, Uniforms
402
410
418
11. Training
321
327
334
12. Licenses
13. Other Use Additional Sheets
MAINTENANCE COSTS
14. Mechanic Wages
-
15. Mechanic Fringes
16. Training-
-
17. Parts/Su 1Iea/TII'e9
hop Materialsulldin
/Shwin
ther Uso Addltional SheeteR
EXPENSES
r
art -U Costat
and Other Fees or Taxes
Capital Costs - Specify
-
25. Other Costs • Fuel
6,225
(3,360
6,476
26, Utilitles1,530
1,561
1,592
27, Overhead .-
2,541
2,592
2 644
28, Profit
3,675
3,749
3,823
29. Total Costs Sum of Numbers I. through 28
$ 71,630 $
73,063
$µ 74,524
30. VeNclo Seivlce Hours (Estimated
2,295
2,295
2,295
31, Hourly Rate (#29 divided by ## 30)
$ 31,21 $
31,84
$ 32.47
EXHIBIT B
CITY COUNCIL POLICY 100-5
],Z Western'h-ansit Systems 11
SUBJECT
POLICY
EFFECTIVE
PAGE
NUMBER
DATE
DRUG-FREE WORKPLACE
100-5
8-8-89
1 of 3
BACKGROUND
Under the Federal Drug -Free Workplace Act of 1988, passed as part of omnibus drug legislation
enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will
provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of
Federal funds under a variety of programs, is required to abide by this Act. The City Council has
expressed its support of the national effort to eradicate drug abuse through the creation of a
Substance Abuse Committee, institution of a City-wide D.A.R.E, program in all local schools
and other activities in support of a drug-free community. This policy is intended to extend that
effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs
in the workplace.
PURPOSE
It is the purpose of this Policy to:
1. Clearly state the City of Costa Mesa's commitment to a drug -flee society.
2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving
funds from the City of Costa Mesa share the commitment to a drug-free workplace.
POLICY
The City Manager, under direction by the City Council, shall take the necessary steps to see that
the following provisions are included in all contracts and agreements entered into by the City of
Costa Mesa involving the disbursement of funds.
1. Contractor or Sub -grantee hereby certifies that it will provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is prohibited in
Contractor's and/or sub -grantee's workplace, specifically the job site or location
included in this contract, and specifying the actions that will be taken against the
employees for violation of such prohibition;
13 Western Transit Systems 11
SUBJECT
POLICY
EFFECTIVE
PAGE
NUMBER
DATE
DRUG-FREE WORKPLACE
100-5
8-8-89
2 of 3..
U. r sLao.usnmg a Drug -Free Awareness Program to mtorm employees about:
1. The dangers of drug abuse in the workplace;
2.. Contractor's and/or sub -grantee's policy of maintaining a drug-free workplace;
3. Any available drug counseling, rehabilitation and employee assistance programs;
and
4. The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
c. Making it a requirement that each employee to be engaged in the performance of the
contract be given a copy of the statement required by subparagraph A;
d. Notifying the employee .in the statement required by subparagraph 1 A that, as a
condition of employment under the contract, the employee will:
1. Abide by the terms of the statement; and
2. Notify the employer of any criminal drug statute conviction for a violation
occurring in the workplace no later than five (5) days after such conviction;
e. Notifying the City of Costa Mesa within ten (10) days after receiving notice under
subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of
such conviction;
f. Taking one of the following actions within thirty (30) days of receiving notice under
subparagraph 1 D 2 with respect to an employee who is so convicted:
1. Taking appropriate personnel action against such an employee, up to and
including termination; or
2. Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal, State, or local
health agency, law enforcement, or other appropriate agency;
14 Western Transit Systems 11
SUBJECT POLICY EFFECTIVE PAGE
NUMBER DATE
DRUG-FREE WORI{PLACE 100-5 8-8-89 3 of 3
g. Malting a good faith effort to maintain a drug-free workplace through implementation
of subparagraphs 1 A through 1 F, inclusive.
2. Contractor and/or sub-gfantee shall be deemed to be. in violation of this Policy if the City
of Costa Mesa determines that:
a. Contractor and/or sub -grantee has made a false certification under paragraph 1
above;
b. Contractor and/or sub -grantee has violated the certification by failing to carry out
the requirements of subparagraphs 1 A through 1 G above;
c. Such number of employees of Contractor and/or sub -grantee have been convicted
of violations of criminal drug statutes for violations occurring in the workplace as
to indicate that the contractor and/or sub -grantee has failed to make a good faith
effort to provide a drug-free workplace.
3. Should any contractor and/or sub -grantee be deemed to be in violation of this Policy
pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment
proceeding subject to applicable Federal., State, and local laws shall be conducted. Upon
issuance of any final decision under this section requiring debarment of a contractor
and/or sub -grantee, the contractor and/or sub -grantee shall be ineligible for award of any
contract, agreement or grant from the City of Costa Mesa for a period specified in the
decision, not to exceed five (5) years. Upon issuance of any final decision
recommending against debarment of the contractor and/or sub -grantee, the contractor
and/or sub -grantee shall be eligible for compensation as provided by law.
15 Westem Transit Systems 11
EXHIBIT C
CERTIFICATES OF INSURANCE
16 Western Transit Systemo 17
%a DATE
CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFE1
RS 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($), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder la an ADDITIONAL INSURED, thepollcy(les) must be andorsetl. If SUBROGATION IS WAIVED, -subject to
the terms and conditions of the PollCy,
Certain
0ollcles may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsements .
PRODUCER Ann Risk Services Southwest, Inc.
PO BOX 3870 315 West 3rd Street CONTACT NAME•
Little Rock AR 72203 PHONE IAS 1-8605
Rock, I ��A%TA(C. Not: (8471 eF9.1 RDI
INSURED Western Transit System, Inc.
1619 E Lincoln Avenue
Anaheim CA 92805
THIS IS TO CERTIFY THAT THE POLICIES OF
INDICATED. NOTWITHSTANDING ANY REQU.
CERTIFICATE MAY BE ISSUED OR MAY PER
EXCLUSIONS AND CONDITIONS OF SUCH POL
nAGGREQATE
FFPER
Y-GALI
A AVD rO
M
0
2
1
L
PLIABILITYJANY
AUTO
ALI.OWNED SCH.AUTOS gUT111RED AUTOS NONAUTUMBRELLA IJAB OEXCESS LIAR CDED RErEwHoNs
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOILPARTNEWEXECOFFICEriIMEMBEREXCLUOCe,
(Mnneu 6In NHt
GE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREI
TERM OR CONDITION OF ANY CONTRACT OR OTHER C
INSURANCE AFFORDED BY THE POLICIES DESCRIBED
ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
6/1/2011 1611/2012
6/1/2012
ABOVE FOR THE POLICY PERIOD
r WITH RESPECT TO WHICH THIS
IS SUBJECT TO ALL THE TERMS,
BODILY INJURY
BODILY INJURY
EACH OCCUI
AGGREGATE
The City Of COSIR Mesa, Its elected boards, Officers, Agents and EMPlOyaos are named additional Insured under the
Auto Liability as required by contract.
City of Costa Mesa
Recreation Division
77 Fair Drive
Costa Mesa CA 92628
1
SI1OULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NO'T'ICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
/tofu R(,dc,servi.ce�•socLt7uuebt; IrLa
Aon Rlsl<Servlces Southwest, Inc,
O 1986-2010 ACORD CORPORATION Ali rights res
ACORD 25 (2010/05) The ACORD name and logo are registered Marks Of ACORD
CCRT NO.: 111305]99 ND11Y IIim... s/1/2011 9I",,, AN "c' 1 of 2
nreneonnne^ CERTIFICATE ATTACHMENT
f.H, HO.: 1OJ 05299 Holly Wjlllam9 6/1/1011 7133!36 NI Pa9a. 2 of 2