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HomeMy WebLinkAboutAGENDA REPORT 2019 0619 REG CCSA ITEM 09FCITY OF MOORPARK, CALIFORNIA City Council Meeting of June 19, 2019 ACTION Approved Staff Reco mmendation. BY B.Garza F. Consider Approval of Intergovernmental Agreements with the City of Thousand Oaks for Fixed Route Transit Operations, Fixed Route Preventive Maintenance, Local Dial-A-Ride Services and Amendment No. 3 to East County Transit Alliance Fiscal Agent Agreement for InterCity ADA and Senior Dial-A-Ride Services. Staff Recommendation: 1) Authorize the Mayor to sign Intergovernmental Agreements with the City of Thousand Oaks for a four-year period with two, two-year extension options for Fixed Route Transit Operations, Fixed Route Transit Preventive Maintenance, and Moorpark Dial-A-Ride Agreement with the City of Thousand Oaks, with two, two-year extension options, subject to final language approval of the City Manager; 2) Authorize the City Manager to approve additional Optional Work for the Fixed Route Transit Operations Agreement in an amount not-to-exceed $25,000 per Agreement year; 3) Authorize the City Manager to approve additional Optional Work for the Fixed Route Maintenance Agreement in an amount not-to-exceed $25,000 per Agreement year; 4) Authorize the City Manager to approve additional Optional Work for the Moorpark Dial-A-Ride Agreement in an amount not-to-exceed $5,000 per Agreement year; 5) Authorize the Mayor to sign Amendment No. 3 to the Fiscal Agent Agreement subject to final language approval by the City Manager. (Staff: Shaun Kroes) Item: 9.F. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Shaun Kroes, Program Manager DATE: 06/19/2019 Regular Meeting SUBJECT: Consider Approval of Intergovernmental Agreements with the City of Thousand Oaks for Fixed Route Transit Operations, Fixed Route Preventive Maintenance, Local Dial-A-Ride Services and Amendment No. 3 to East County Transit Alliance Fiscal Agent Agreement for InterCity ADA and Senior Dial-A-Ride Services SUMMARY Beginning on June 30, 2012, the City of Thousand Oaks (Thousand Oaks) began providing fixed route transit operations, fixed route preventive maintenance, and Dial-A- Ride (DAR) paratransit services for the City of Moorpark (City). Thousand Oaks provides fixed route preventive maintenance and fueling services for the City with its own staff. Thousand Oaks provides fixed route transit operations and DAR paratransit services utilizing its contracted transit operator, MV Transportation, Inc. (MV Transit). In 2014, Thousand Oaks released a Request for Proposal (RFP) for Transit Operational Services for Fixed Route Transit Operations and DAR Paratransit Services. The City’s transit services were included in Thousand Oaks’ RFP. The selected contractor from that RFP process was MV Transit and Thousand Oaks continued to provide fixed route preventive maintenance and fueling services directly. On July 1, 2015, the City approved the East County Transit Alliance (ECTA) Fiscal Agent Agreement for InterCity Americans with Disability Act (ADA) and Senior Dial-A- Ride Services (ECTA Agreement). The ECTA Agreement was an Inter-Agency Agreement with Thousand Oaks serving as the Fiscal Agent and signatories that included the City, the City of Simi Valley, and the County of Ventura. The ECTA Agreement established a new InterCity DAR program for the signatories’ residents and, for the City, extracted InterCity ADA paratransit services from the DAR Paratransit Agreement to the ECTA Agreement. The original DAR Paratransit Agreement remained in place for IntraCity Senior DAR and ADA paratransit services. Item: 9.F. 610 Honorable City Council 06/19/2019 Regular Meeting Page 2 Thousand Oaks’ Agreements with MV Transit end on June 30, 2019. On October 26, 2018, Thousand Oaks released a RFP for Transit Operational Services for Fixed Route Transit Operations and Dial-A-Ride Paratransit Services. Moorpark’s transit services and ECTA transit services were included in Thousand Oaks’ RFP. Thousand Oaks also included transit services for the City of Westlake Village, City of Agoura Hills, and Ventura County for their respective transit services. Proposals were due December 13, 2018. Thousand Oaks received four proposals initially; however, one proposer (Transdev North America) requested to withdraw their proposal, citing staffing issues and pricing mistakes that could not be rectified within the approved RFP process (per Thousand Oaks staff). The three remaining proposals were from First Transit, Inc. (First Transit), MV Transit, and RATP Dev (RATP). Moorpark participated in the selection committee which heard proposals from all three companies on January 22, 2019. Based upon pricing and overall experience the committee selected MV Transit, and Thousand Oaks awarded its Agreement to MV Transit on May 21, 2019. The term of the MV Transit Agreement is from July 1, 2019 through June 30, 2023. The Agreement also includes the option for two, two-year period extensions. Staff is recommending that the City Council consider awarding Agreements to Thousand Oaks for Fixed Route Transit Operations (Attachment 1), Fixed Route Preventive Maintenance (Attachment 2), Local DAR Services (Attachment 3), and approve Amendment No. 3 for the ECTA Fiscal Agent Agreement (Attachment 4). BACKGROUND Moorpark contracts for Fixed Route Transit Operations, Fixed Route Preventive Maintenance, Local DAR Services and Inter-City DAR Services. The City’s Fixed Route transit system includes two routes (Route 1 and Route 2) that provide 11 trips each between the hours of 6:15 a.m. to 6:00 p.m., Monday through Friday. The current fare on the bus is $1.00 for students/adults (age 6 – 64). Seniors (age 65 and older) and individuals with a disability ride free. Also, passengers age 5 or younger, (accompanied by a parent, guardian, or responsible person age 16 or older) ride for free. Beginning in FY 2018/19, the City also began participating in the Ventura County Transportation Commission’s (VCTC) College Ride program, allowing passengers with a valid college ID to travel on the City’s bus for free. The City then receives a reimbursement of $1.10 for each free trip provided. The City’s Local DAR program includes services for Senior DAR and ADA Paratransit services. The Senior DAR program is an origin-to-destination service for Moorpark residents age 65 and older. The rider pays $2.00 per one way trip (per trip) for travel within Moorpark. The ADA Paratransit service provides origin-to-destination transportation within Moorpark for $2.00 per trip for any City resident with a valid ADA card, issued by the VCTC. 611 Honorable City Council 06/19/2019 Regular Meeting Page 3 InterCity origin-to-destination trips for ADA residents are provided through the ECTA Agreement. Prior to the ECTA Agreement, the City provided InterCity services for ADA card holders for $3.00 per trip. A new Senior InterCity program was established, with the same $5.00 per trip fare. As a bit of background, in June 2012, the City’s transit contractor at the time, CUSA CC, LLC (CUSA), announced that because of its bankruptcy proceedings, CUSA would not be providing transit services to Moorpark after July 31, 2012. Moorpark staff released a RFP for DAR Paratransit services and a RFP for Fixed Route Transit services on June 25, 2012 with a proposal due date of July 9, 2012. Roadrunner Shuttle was the only contractor to submit proposals in response to the RFP. After reviewing the proposals, staff recommended that City Council consider rejecting the proposals received by Roadrunner Shuttle and instead authorize the City Manager to negotiate Intergovernmental Agreements with Thousand Oaks for Fixed Route Transit Operations, Fixed Route Preventive Maintenance, and Dial-A-Ride Paratransit services for a two-year period. The Agreements became effective on July 26, 2012. As mentioned in the Summary above, the City then participated in Thousand Oaks’ RFP process in 2014 and entered into new Agreements with Thousand Oaks for continued transit services after Thousand Oaks again entered into a new Agreement with MV Transit. Since awarding the Agreements Thousand Oaks and MV Transit have provided satisfactory transit services for the City and City’s staff time devoted to administration of Moorpark’s transit services has been reduced. Since Thousand Oaks began providing maintenance services for the City’s five owned buses, there has been a significant reduction in in-service mechanical breakdowns, which has reduced the amount of service disruption that the City’s passengers experience. Additionally, contracting with Thousand Oaks aligns the City with VCTC’s Regional Transit Study, which recommended a more cooperative effort between the east county cities to coordinate transit services. The use of Thousand Oaks for fueling also means that the City is able to fuel at Thousand Oaks without the need for traveling to Simi Valley to fuel the City’s compressed natural gas (CNG) buses. This allows the City to utilize two vehicles per day instead of three (the third was a relief vehicle used while other buses were sent to Simi Valley for fueling). Table 1 on the following page provides a comparison of costs for the transit operators cost proposals for Year 1, which was used as part of the Review Committee’s assessment of the three transit proposers. 612 Honorable City Council 06/19/2019 Regular Meeting Page 4 Table 1: Transit Operations Proposals 2018 MV Transit First Transit RATP-Dev Schedule A (TOT)3,178,420.00$ 3,877,237.94$ 4,211,290.90$ Schedule B (Moorpark)325,052.00$ 425,130.64$ 437,306.13$ Schedule C (Kanan Shuttle)466,700.00$ 445,937.63$ 478,735.13$ Schedule D (ECTA)1,013,870.00$ 1,036,311.97$ 1,060,713.96$ Schedule E (Agoura Hills)437,251.00$ 448,407.12$ 387,985.89$ Schedule F (Vehicle Lease)418,359.96$ 286,913.41$ 371,988.38$ Schedule G (Trapeze)82,301.28$ 100,298.14$ 132,098.32$ Total - Year 1 5,921,954.24$ 6,620,236.85$ 7,080,118.71$ TOT Fixed Route Per Hour 58.12$ 76.67$ 84.07$ TOT DAR Per Hour 65.53$ 75.61$ 81.61$ MP Fixed Route Per Hour 62.83$ 81.76$ 84.10$ Kanan Shuttle 93.72$ 89.19$ 95.75$ ECTA 78.33$ 79.72$ 81.59$ Agoura Hills GPDAR 82.07$ 86.76$ 73.16$ Table 1 above demonstrates that of the three proposals received, MV Transit’s proposal was nearly $700,000 less on an annual basis for the first year of service, for all services provided. It also shows that MV Transit’s bus operations were a little over $100,000 less than the second lowest proposer. Please note that the information in Table 1 does not incorporate Thousand Oaks’ additional administrative fees, or Thousand Oaks’ bus maintenance costs, which will be discussed further in this report. The hourly rates included under MV Transit in Table 1 reflect the “best and final offer” established between MV Transit and Thousand Oaks, as opposed to the original rates submitted during the proposal period. Table 2: Fixed Route Operations Cost Comparisons New Base Hourly Rate Management Fee (monthly) Annual Estimate FY 19/20 Draft Budget FY 18/19 Budget Percent Change (FY 18/19 Budget vs Annual Estimate) 62.83$ 5,290$ 426,637$ 410,000$ 340,000$ 25% Table 2 above provides a breakdown of the new bus operation rates per Thousand Oaks’ proposed Agreement (Attachment 1). Costs include MV Transit’s hourly rate of $62.83 and Thousand Oaks’ new proposed Management Fee of $5,290, which is a fixed monthly rate for the first year. Based on the City’s estimated annual revenue hours of 5,780, the Management Fee is estimated to be approximately 15% of total annual costs, which is consistent with Thousand Oaks’ current administrative fee of 15%. FY 2019/20 estimated costs for bus operations are a 25% increase compared to 613 Honorable City Council 06/19/2019 Regular Meeting Page 5 the City’s FY 2018/19 Budget. The Fixed Route Operations Agreement also incorporates fueling expenditures. Fueling occurs at the Thousand Oaks Municipal Service Center and the City will continue to pay the same fueling costs as today, which is billed at cost plus a $0.20 per gallon equivalent (for CNG). This is the same rate that Thousand Oaks Transit pays. The Draft FY 2019/20 Budget is $16,637 less than projected expenditures; however, staff is not proposing to change the FY 2019/20 Budget at this time as bus maintenance expenditures, and other transit expenditure adjustments may enable staff to complete budget line item adjustments in FY 2019/20 or, if additional funding is necessary, a request can be submitted during the City’s Mid-Year process Table 3: Fixed Route Maintenance FY 2018/19 Budget FY 2019/20 Draft Budget Percent Difference 160,000$ 130,000$ -23% Thousand Oaks staff will continue to provide bus maintenance services as they have since 2012. The rates for Thousand Oaks’ Fixed Route Maintenance Agreement (Attachment 2) will remain as they have for the past several years, with a maintenance staff hourly rate of $95.00 per hour and overhead costs associated with parts (35%) and sub-let work (15%). The rates are set by Thousand Oaks’ Fleet Services and approved by Thousand Oaks’ City Council as part of Thousand Oaks’ budget process. Maintenance costs that the City is invoiced are also the same rates that Thousand Oaks Transit is invoiced. Another change to the Fixed Route Maintenance Agreement is that fuel expenditures have been transferred to the Fixed Route Operations Agreement, as fuel costs are more accurately defined as an operational expenditure. Table 3 above reflects anticipated maintenance costs, and does not demonstrate a reduction in Thousand Oaks’ proposed pricing. Maintenance costs can fluctuate on an annual basis and are dependent on the amount of extraneous maintenance expenditures that may occur (for example, if one or more buses require transmission work in one year compared to another year when no extraneous transmission work is required). In FY 2017/18, for example, the City’s maintenance costs were a little over $101,000 and FY 2018/19 project expenditures look to be closer to $130,000. Table 4: Local Dial-A-Ride Services FY 2018/19 Budget FY 2019/20 Estimated Expenditure Percent Change $60,000.00 $81,488.00 36% 614 Honorable City Council 06/19/2019 Regular Meeting Page 6 Table 4 on the previous page details a projected cost increase of 36% for the City’s local Senior DAR and ADA Paratransit services (travel within the City). The comparison is not an exact “apples-to-apples” comparison because the new local DAR Services Agreement (Attachment 3) changes the cost proposal from a standard per ride fee ($40.37/ride for the current agreement’s FY 2018/19 rate) to an actual monthly cost for all of Thousand Oaks’ Local DAR services, which is then split between all participating agencies based on a percentage of their overall ridership. Thousand Oaks has requested the new rate structure after identifying that by having a fixed per-ride cost each year, Thousand Oaks has been subsidizing the participating agencies by not fully capturing the costs associated with providing DAR services. The new model matches the existing ECTA Fiscal Agent Agreement that the City already participates in. It should also be noted that while the current Local DAR Agreement’s rate of $40.37/ride includes a 15% administrative fee, the new Agreement is a combination of MV Transit’s actual costs (divided by all participating agencies) and a fixed monthly Management Fee of $1,515. In the current estimated cost of $81,488, approximately 22%, or $18,180 is Management Fee. An item to note; however, is that if the City’s ridership demand increases, the Management Fee remains the same (again, similar to the existing ECTA Agreement). Table 5: ECTA Amendment No. 3 FY 2018/19 Budget FY 2019/20 Estimated Expenditure Percent Change 220,000$ 384,132$ 75% Table 5 above details the significant cost increase of InterCity Senior DAR and ADA Paratransit services that will impact the City’s services beginning in FY 2019/20. It should be noted that the existing ECTA Agreement does not have an expiration date; however, the document does reference Thousand Oaks’ agreement with MV Transit, which expires June 30, 2019. The proposed Amendment No. 3 to the Agreement (Attachment 4) updates the ECTA Agreement by replacing references to MV Transit’s Agreement No. 10470-2014 with MV Transit’s Agreement No. XXXXX-2019. Per the existing ECTA Agreement the ECTA Management Committee (which consists of representatives from the Cities of Moorpark, Simi Valley, Thousand Oaks, and the County of Ventura) approve the annual InterCity DAR program budget. The FY 2019/20 ECTA Agreement’s budget is 1,484,280, of which, 25.9% or ($384,132) is the City’s expenses, based on projected ridership trends. The City’s actual expenditure for FY 2019/20 will likely vary as ridership trends can vary year-to-year. The ECTA Agreement also includes a Management Fee of $122,580 (or 8.26% of total projected expenditures). The Management Fee is divided between the four participating agencies on a monthly basis, depending on each agency’s percentage of rides generated. Based on projected ridership trends, the City’s FY 2019/20 Management 615 Honorable City Council 06/19/2019 Regular Meeting Page 7 Fee is projected to be $28,023. This would account for 7.30% of the City’s projected FY 19/20 InterCity DAR services. Amendment No. 3 also includes a clause stating that InterCity DAR fares will be increased from $5.00 per trip to $6.00 per trip. Thousand Oaks is anticipating implementing the fare increase no earlier than January 2020. The City has a separate Fare Resolution that states the City’s InterCity DAR fare is $5.00. City staff will return to City Council in the coming months with a proposed revised Resolution for consideration. Table 6 below summarizes combined DAR service costs between Local DAR Services and ECTA Services. Table 6: Combined DAR Services Cost Comparison FY 2018/19 Budget FY 2019/20 Estimated Expenditure Percent Change FY 2019/20 Draft Budget Difference 280,000$ 465,620$ 66% 453,000$ (12,620)$ The Draft FY 2019/20 Budget is $12,620 less than projected expenditures; however, staff is not proposing to change the FY 2019/20 Budget at this time for the following reasons: 1) Actual ridership trends will impact actual expenditures. If Thousand Oaks’ projected ridership trends for the City are higher than what actually occurs in FY 2019/20, then a budget increase may not be necessary. If additional funds are necessary, staff will return to City Council during the Mid-Year. There are projected reserves in the Transportation Development Act Fund (2414) if a future budget amendment is necessary. Table 7: Summary of FY 2019/20 Transit Expenditures Service FY 2018/19 Budget FY 2019/20 Estimated Expenditures Bus Operations 340,000$ 426,637$ Bus Fuel (CNG)*69,509$ 65,000$ Bus Maintenance*160,000$ 130,000$ DAR Service 280,000$ 465,620$ Subtotal 849,509$ 1,087,257$ Excluding Fuel & Maint 620,000$ 892,257$ 66% 28% 44% Percent Change 20% -6% -19% Table 7 above summarizes the estimated FY 2019/20 transit expenditures, individually discussed in Tables 1-6 above. Please note that the expenditure decreases for Bus 616 Honorable City Council 06/19/2019 Regular Meeting Page 8 Fuel and Bus Maintenance are more reflective of City staff reducing the FY 2019/20 Budget based on anticipated expenditures. Thousand Oaks’ proposals for bus maintenance and CNG fuel for FY 2019/20 remain the same as in their respective FY 2018/19 current agreements. Overall, the new transit Agreements and Amendment No. 3 are estimated to increase transit expenditures by 44%. Of the $892,257 in estimated expenditures, it should be noted that approximately $109,683 (or 12.29%) of the expenditure is for various Thousand Oaks Management Fees. While the dollar amount is high, staff would like to note that FY 2019/20 expenditures for the Valley Express transit service (which serves the Cities of Fillmore, Santa Paula, and the County of Ventura) will pay VCTC an overhead fee of $302,900, or nearly $101,000 per agency. The overhead fee is approximately 15.63% of their total service expenditures ($1,937,600). DISCUSSION The proposed Agreements between Moorpark and Thousand Oaks (Attachments 1-3) are 4-year Agreements and have the option for 2, 2-year extension. The ECTA Amendment (Attachment 4) continues the existing InterCity DAR program, with a proposed rate increase from $5.00 per trip to $6.00 per trip (to become effective later in the fiscal year). The City would continue to receive the same level of service that it has received from Thousand Oaks and its contracted transit operator as it has since July 2012. Moorpark residents would continue to benefit from having a call center where they can reach a transit operator during the hours that the buses are in service. Additionally, the City has benefited from Thousand Oaks’ requirement that MV Transit pay for any repairs to the vehicles that are damaged regardless of whether the damage is the fault of MV Transit’s drivers or a third party. This has expedited repairs to the City vehicles and reduced staff time devoted to paying for repairs and receiving reimbursement from third parties. The overall condition of the City’s bus fleet since contracting with Thousand Oaks for maintenance continues to be good. Since contracting with Thousand Oaks, staff has noticed the buses are kept in a cleaner condition and vehicle repairs are completed in an expedited fashion. Vehicles that experience a mechanical failure in the field are quickly responded to by Thousand Oaks staff and in some instances the vehicle is returned to service the same day. Previously, City staff has provided City Council with a memo (dated April 26, 2019) detailing the anticipated cost increases. Staff also provided a follow up email to City Council on May 16, 2019, addressing some additional concerns that City Council had. To summarize the information provided, an explanation for the significant cost increases included competition from other transit companies/publicly operated transit services (meaning the need to increase wages to compete for staff) and vehicle lease costs, which can be dependent on the total number of vehicles needed to meet DAR demand. The increased hourly rate for bus operations also factors in the additional deadhead 617 Honorable City Council 06/19/2019 Regular Meeting Page 9 time it takes for drivers to travel to and from the City, which is not considered revenue service hour time. Additionally, regarding concerns about economies of scale and whether or not the City should return to bidding for its own services; there should be economies of scale based on the fact that certain fixed costs (such as office infrastructure, contractor-provided general manager, safety coordinator, finance/billing staff, and vehicles) are spread over a number of agencies rather than just one. The City has also benefited from being able to devote staff time to other projects since contracting with Thousand Oaks. For instance, the City recently had to assume responsibility for overall parking citation processing services after (ironically) Thousand Oaks ended providing parking citation processing services for the City when they stopped providing their own in-house service. Staff has also been able to provide assistance for additional Public Works related contracts and recently assumed responsibility for the Animal/Vector Control Division, and will be overseeing the conversion of acquired street lights to LED lighting. FISCAL IMPACT Table 8: FY 2019/20 Projected Transit Expenditures Service FY 2019/20 Estimated Expenditures FY 2019/20 Draft Budget Bus Operations 426,637$ 410,000$ $ 245,000 TSM Fund 2001 125,000$ FTA Fund 2414 40,000$ Bus Fares Fund 2414 Bus Fuel (CNG)65,000$ 65,000$ 65,000$ TSM Fund 2001 Bus Maintenance 130,000$ 130,000$ $ 104,000 FTA Fund 2414 26,000$ TDA Fund 2414 DAR Service 465,620$ 453,000$ 168,800$ FTA Fund 2414 31,000$ DAR Fares Fund 2414 253,200$ TDA Fund 2414 Total 1,087,257$ 1,058,000$ Balance (29,257)$ Funding Amount & Source Table 8 above provides a summary of estimated transit expenditures for FY 2019/20. As previously mentioned, a couple of the expense lines for transit services do not have enough funding for a full fiscal year of projected expenditures; however, at this time staff is recommending not adjusting the budget. Ridership trends for DAR service, actual bus maintenance expenditures, and other transit expenditure adjustments may enable staff to complete budget line item adjustments in FY 2019/20 or, if additional funding is necessary, a request can be submitted during the City’s Mid-Year process. A similar process was implemented in FY 2014/15 when the City awarded to Thousand Oaks for FY 2014/15 through FY 18/19 services. 618 Honorable City Council 06/19/2019 Regular Meeting Page 10 Each Agreement includes the potential for an annual rate increase. For the Fixed Route Operations, a Consumer Price Index (CPI) formula is included for calculating the revenue hour rate, with a maximum allowable rate increase of 3.00% per year. If the CPI formula is negative, then the existing hourly rate remains unchanged. Thousand Oaks’ Management Fee of $5,290 per month is fixed for Year 1 and can be adjusted each following year based on mutual consent of the City and Thousand Oaks. The CNG fuel cost is based on actual cost of fueling. The Fixed Route Operations Agreement also includes the potential for a “bonus payment” of 0.5 to 2.0 percent of revenue hour billing for “exceptional performance”. This was a new feature of the Thousand Oaks RFP for transit service as new guidance from the Federal Transit Administration (FTA) has established a more restrictive methodology for assessing “liquidated damages”. Additionally, the City has the ability to request up to $25,000 per year in additional services through mutual approval. This may cover a project such as Thousand Oaks providing staff to perform a public outreach campaign or some other function. This type of work would be dependent upon the City identifying an available funding source. The Fixed Route Maintenance Agreement’s costs are based on actual time and materials spent on an annual basis. To date, Thousand Oaks has not raised any of its rates or overhead expenses for maintenance services since establishing a time and materials payment process in 2014. The City also has the ability to request up to $25,000 per year in additional services through mutual approval. This may cover a project such as the City requesting that new (not replacement) decals be added to the City’s buses. This type of work would be dependent upon the City identifying an available funding source. The Moorpark DAR Agreement costs include the potential for an annual rate increase based on both a CPI formula is included for calculating the revenue hour rate, with a maximum allowable rate increase of 3.00% per year. If the CPI formula is negative, then the existing hourly rate remains unchanged. Thousand Oaks’ Management Fee of $1,515 per month is fixed for Year 1 and can be adjusted each following year based on mutual consent of the City and Thousand Oaks. Additional expenditures that are factored into the annual expense are fuel, vehicles leases, and maintenance. The Moorpark DAR Agreement also includes the potential for a “bonus payment” of 0.5 to 2.0 percent of revenue hour billing for “exceptional performance”. This was a new feature of the Thousand Oaks’ RFP for transit service as new guidance from the FTA has established a more restrictive methodology for assessing “liquidated damages”. Additionally, the City has the ability to request up to $5,000 per year in additional services through mutual approval. This may cover a project such as the Thousand Oaks creating and distributing a “how-to-ride” brochure for the DAR service. This type of work would be dependent upon the City identifying an available funding source. 619 Honorable City Council 06/19/2019 Regular Meeting Page 11 With Amendment No. 3 to the ECTA Fiscal Agent Agreement, the potential for cost increases remains unchanged. The current ECTA Fiscal Agent Agreement calculates all expenses associated with providing InterCity DAR services and those expenses are shared between all participating agencies based on ridership participation and a program budget adopted by the Management Committee. STAFF RECOMMENDATION 1. Authorize the Mayor to sign Intergovernmental Agreements with the City of Thousand Oaks for a four-year period with two, two-year extension options for Fixed Route Transit Operations, Fixed Route Transit Preventive Maintenance, and Moorpark Dial-A-Ride Agreement with the City of Thousand Oaks, with two, two-year extension options, subject to final language approval of the City Manager; and 2. Authorize the City Manager to approve additional Optional W ork for the Fixed Route Transit Operations Agreement in an amount not-to-exceed $25,000 per Agreement year; and 3. Authorize the City Manager to approve additional Optional Work for the Fixed Route Maintenance Agreement in an amount not-to-exceed $25,000 per Agreement year; and 4. Authorize the City Manager to approve additional Optional Work for the Moorpark Dial-A-Ride Agreement in an amount not-to-exceed $5,000 per Agreement year; and 5. Authorize the Mayor to sign Amendment No. 3 to the Fiscal Agent Agreement subject to final language approval by the City Manager. Attachments: 1. Fixed Route Transit Operations Agreement 2. Fixed Route Transit Preventive Maintenance Agreement 3. Moorpark Dial-A-Ride Agreement 4. Amendment No. 3: Fiscal Agent Agreement 620 Attachment 1 Project Name: Moorpark Fixed Route Operations AGREEMENT FOR TRANSIT SERVICES BETWEEN THE CITY OF THOUSAND OAKS AND CITY OF MOORPARK THIS AGREEMENT, made and entered into this 25th day of June, 2019, by and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter referred to as "City"), and CITY OF MOORPARK (hereinafter referred to as "Moorpark"). Moorpark and City agree as follows: 1. RETENTION OF CITY Moorpark hereby engages City, and City hereby accepts such engagement, to perform the services described in Section 2. City warrants it has the qualifications, experience, and facilities to properly and timely perform said services. 2. DESCRIPTION OF SERVICES The services to be performed by City are as follows and are more particularly described in Exhibit “A”: City shall operate and manage Moorpark Fixed Route service in conjunction with City’s public transportation program, as set forth in the Scope of Work, attached as Exhibit “A.” 3. COMPENSATION AND PAYMENT (a) Compensation. Moorpark shall compensate City for the service performed under this Agreement in accordance with the Schedule of Fees, attached as Exhibit “B.” (b) Invoice and Payment. All payments shall be made within thirty (30) days after receipt of written verification from the City of the actual compensation earned, in a form satisfactory to Moorpark. City shall address invoices to Moorpark as follows: Moorpark Public Transit Division City of Moorpark 799 Moorpark Avenue Moorpark , CA 93021 (c) Optional Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon mutual written agreement between the City and Moorpark. No liability or right to compensation for extra services shall exist without such a written agreement in form acceptable to the parties. Rates for extra services shall be set by mutual agreement of the parties. Page 1 621 4. CITY PROJECT MANAGER The services to be performed by City shall be accomplished under the general direction of, and in coordination by, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is, Mike Houser. 5. TERM The term of this Agreement shall run concurrently with Transit Operations Contract No. 12072-2019, which currently is July 1, 2019 to June 30, 2023. Parties may mutually agree to extend this Agreement upon the exercise of two, two-year term extensions provided for in said Contract. 6. NO ASSIGNMENT This Agreement is not assignable by City without Moorpark’s prior consent in writing. 7. HOLD HARMLESS AND INDEMNITY City shall defend, indemnify and hold harmless Moorpark and their elected officials, officers, employees, servants, designated volunteers from and against all claims, demands, lawsuits, judgments, damages, losses, injuries or liability, including, without limitation monetary or property damage, personal injury or wrongful death, and costs or expenses, including attorneys' fees and costs of defense (collectively, "Claims"), whether actual, alleged or threatened, which arise solely out of, the negligent acts or omissions, or willful misconduct, of City, its elected officials, officers, employees, in the performance of this Agreement. City shall require its contracted transit operator to similarly agree to defend and indemnify Moorpark for the acts or omissions of the contracted transit operator or its officers, agents, employees, contractors or consultants. 8. MINIMUM SCOPE AND LIMIT OF INSURANCE City shall at all times during the term of this Agreement require City's contracted transit operator to carry the insurance specified in Section 9 ("INSURANCE") of the Agreement for Professional Services Between the City and Contract Operator, Contract No. 12072- 2019, dated May 21, 2019, incorporated here by this reference. City shall require City's contracted transit operator to name Moorpark and its elected officials, officers and employees as additional insured. Page 2 622 9. RELATION OF THE PARTIES City is and shall at all times remain as to Moorpark a wholly independent contractor. The personnel performing the services under this Agreement on behalf of City shall at all times be under City’s exclusive direction and control. Neither Moorpark nor any of its officers, employees, or agents shall have control over the conduct of City or any of City’s officers, employees, or agents, except as set forth in this Agreement. City shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of Moorpark. City shall not incur or have the power to incur any debt, obligation, or liability against Moorpark, or bind Moorpark in any manner. No employee benefits shall be available to City in connection with the performance of this Agreement. Except for the fees paid to City as provided in the Agreement, Moorpark shall not pay salaries, wages, or other compensation to City for performing services hereunder for Moorpark. Moorpark shall not be liable for compensation or indemnification to City for injury or sickness arising out of performing services hereunder. 10. TERMINATION Any party, may, upon sixty (60) calendar day’s written notice, terminate any portion or all of the services agreed to be performed under this Agreement. In the event of such termination, City shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by Moorpark to City within 30 days following submission of a final statement by City. 11. CORRECTIONS City shall correct, at its expense, all errors in the work which may be disclosed during Moorpark’s review of City's work for which City has received written notification. 12. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE The acceptance by City of the final payment made under this Agreement shall operate as and be a release of Moorpark from all claims and liabilities for compensation to City for anything done, furnished or relating to City's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within five (5) calendar days of the receipt of that check, whichever occurs first. 13. WAIVER; REMEDIES CUMULATIVE Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such Page 3 623 failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. 14. PERFORMANCE STANDARDS The parties agree that the Performance Standards set forth in Exhibit D to Transit Operations Contract 12072- 2019, dated May 21, 2019, shall apply to this Agreement. Moorpark reserves the right to decide whether or not to assess Performance Standard penalties when City has determined a violation has occurred under its contract with the service provider. 15. FORCE MAJEURE City shall be excused from performance as described above during the time and to the extent that it is prevented from performing in the customary manner by force majeure, fire, flood, war, riot, civil disturbance, vandalism, terrorism, epidemic, quarantine, strike, lockout, labor dispute, freight embargo, rationing or unavailability of materials or products, loss of transportation facilities, commandeering of equipment, materials, products, plants, or facilities of government, or any other occurrences or circumstances which are beyond the control of City. 16. NON-APPROPRIATION OF FUNDS Payments due and payable to City for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of Moorpark funds. In the event Moorpark has not appropriated sufficient funds for payment of City services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year. 17. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN PARTIES This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa. The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement. This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering or services and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of Page 4 624 this Agreement will be effective only if it is in writing and signed by the party to be charged. 18. MITIGATION OF DAMAGES In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party. 19. TAXPAYER IDENTIFICATION NUMBER City shall provide Moorpark with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. 12-87), as issued by the Internal Revenue Service. 20. MODIFICATION/AMENDMENT OF AGREEMENT Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval by the parties. 21. AUTHORIZATION Each party has expressly authorized the execution of this Agreement on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement. 22. PARTIAL INVALIDITY If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 23. PERMITS AND LICENSES City, at its sole expense, shall obtain and maintain during the term of this Agreement all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 24. LEGAL RESPONSIBILITIES City shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. City shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act, Federal Transit Administration (FTA) Requirements as specified in Exhibit "C", and Page 5 625 Occupational Health and Safety Administration laws and regulations. Moorpark, and its officers and employees, shall not be liable at law or in equity occasioned by failure of City to comply with this Section. 25. NOTICES Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows: TO CITY: Mike Houser City of Thousand Oaks 2100 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362 TO CITY: City Manager City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first written above. CITY OF MOORPARK CITY OF THOUSAND OAKS Date: ________________________ Robert McCoy, Mayor By: ________________________ Janice S. Parvin, Mayor ATTEST By: ________________________ , City Clerk Cynthia Rodriguez, City Clerk APPROVED AS TO ADMINISTRATION By: ________________________ Troy Brown, City Manager Andrew P. Powers, City Manager Page 6 626 APPROVED BY DEPARTMENT HEAD Jay T. Spurgin, Public Works Director APPROVED AS TO FORM: Office of the City Attorney Tracy Friedl, Deputy City Attorney Page 7 627 EXHIBIT A SCOPE OF WORK City Duties and Responsibilities – Operations City accepts responsibility for and shall perform, through the use of City's contracted transit operator, the services set forth below in connection with the operation and management of the Moorpark Fixed Route Operations. Except as specifically noted below or where not applicable in the scope of the services as described above, the terms of City's contract with the transit operator shall describe and set forth the standards by which services shall be provided under this Agreement. To the extent of any conflict between the terms of City's contract with the transit operator and the terms of this Agreement, the terms of this Agreement shall control. 1. Operations: City shall provide, through its contracted transit operator, operations management at a level sufficient to oversee the performance of the services required under this Agreement. City shall be responsible for operation of the Moorpark Fixed Route Bus services. City shall ensure at all times that vehicles used for passenger conveyance shall be operated with due regard for the safety, comfort, and convenience of the general public. City shall be responsible for complying with all applicable federal, state, and local laws and requirements. City shall be responsible for ensuring compliance with ADA 49 Code of Federal Regulations (CFR) Parts 27, 37, and 38: Transportation for individuals with disabilities, Final Rule, dated September 6, 1991, or as it may be amended. Moorpark may, from time to time, issue directives concerning matters related to Moorpark Fixed Route Bus services. City shall assist Moorpark in implementing and/or enforcing these directives. 2. Personnel: All employees providing services under this Agreement with the exception of City's Project Manager and Fleet Maintenance Staff (City employees responsible for maintaining City and Moorpark vehicles) will be employees of City's contracted transit operator, and subject to the transit operator' s rules and/or the requirements of City's most current Transit Operator Agreement. 3. Hours and Routes: City shall provide, through its contracted transit operator, Moorpark Fixed Route service in accordance with the hours as published on June 30, 2019. Moorpark shall notify City at least thirty (30) days in advance of requested changes to operating hours. Service shall not be provided on New Year’s Day, Memorial Day, July 4th, Page 8 628 Labor Day, Thanksgiving Day, and Christmas Day. Modified service hours may be operated on Christmas Eve and New Year’s Eve. From time to time Moorpark may wish to modify the hours or the days of services. With thirty (30) days written notice, City shall provide the modified service. Routes shall conform to those published as of June 30, 2019 in maps and schedules available in print and electronic form. Moorpark reserves the right to adjust the routes. For major adjustments, City will be notified not less than thirty (30) calendar days prior to the effective date; for minor adjustments, City will be given at least seven (7) days’ notice. 4. Vehicles: Moorpark shall provide a minimum of four, and not more than five, thirty-two (32)foot CNG buses or equivalent. Except for normal wear and tear, Moorpark vehicles shall be returned to Moorpark in the same condition as they were received by City at the end of this Agreement. In addition to the Moorpark-owned vehicles provided by Moorpark, City shall if required and available without impacts to Thousand Oaks’ services, to provide a Thousand Oaks Transit bus on an emergency basis if more than three (3) Moorpark buses are out of service. 5. Fares and Fare Collection: City shall require drivers to collect fares in accordance with fare policies as set by Moorpark and shall tum over the fareboxes to Moorpark at a designated time of day on weekdays when Moorpark City Hall is open. City shall require drivers to remove the farebox from the bus at Moorpark's City Hall bus stop and deliver the farebox to Moorpark's staff inside Moorpark City Hall. Fare collected between farebox submittals and on weekends shall be stored securely in the farebox inside the bus until the next weekday that Moorpark City Hall is open. City shall accommodate Moorpark's future option to participate in a county-wide fare collection system that involves computerized card-reading equipment that will be installed and maintained by Moorpark. City work associated with the deployment of, and the on-going maintenance of said equipment, will be at additional cost to Moorpark as an extra service as described in Exhibit “B.” 6. Vehicle Fueling: City shall fuel Moorpark' s vehicles at the Thousand Oaks Municipal Services Center fueling facility and Moorpark shall be responsible for the cost of all fuel. Moorpark shall not be billed for driver time to fuel vehicles. 7. Customer Service Representation: City shall make available to Moorpark riders its current customer service phone line, staffed by City’s contractor, during the same hours and same requirements as City TOT service. Page 9 629 8. Drivers: City shall provide drivers, as required, utilizing its contracted transit operator. 9. Uniforms and Identification: City shall require its contracted transit operator to follow the same uniform criteria required in City's current contract for transit operations services subject to Moorpark's approval for Moorpark related services. Should Moorpark elect to have a uniform standard not consistent with City’s, additional costs to procure uniforms to meet Moorpark standards shall be the responsibility of Moorpark. In addition, City shall require the drivers to wear a name badge that includes the employee's name and identifying the driver as an employee of a private firm. The name badge shall be worn at all times while the driver provides service for Moorpark pursuant to this Agreement. 10. Operational Records and Reports: City shall be required to maintain ridership and operations records for this service as described below. City shall be responsible for submission of monthly service summary reports to Moorpark. These reports, to be submitted by City within twenty (20) business days of the end of each calendar month, shall include, but not be limited to, the following: A. Listing of all vehicle breakdowns/ road calls occurring while in service with a description of the cause and corrective actions taken for services conducted on behalf of Moorpark. B. Date, time, and length of time for any service disruptions. C. A monthly summary of vehicle miles, vehicle miles since last preventive maintenance inspection, a list of any vehicle repairs made, number and length of time a backup vehicle was used, and vehicle road calls. D. Total passenger counts by category and fare (student, adult, senior citizen, disabled, and etcetera) and date. E. Participant counts by payment method (cash, one-way ticket, monthly passes) by date. F. Missed or abbreviated route trips, delays or unusual incidents while on duty. G. From time to time, at Moorpark' s request, City shall record passenger activity per stop. H. Monthly fuel consumption, by fuel type. Additionally, City shall collect, record, and report annually other statistical data required under Section 15 of the Federal Transit Act which includes, but is not Page 10 630 limited to, passenger count by fare, vehicle hours, vehicle miles, vehicle revenue hours, vehicle revenue miles, passengers per hour and wheelchair boardings. 11. Meetings and Contact Information: City shall make administrative staff available to attend two (2) meetings per year of Moorpark's Transportation and Public Works Committee. Moorpark shall notify City, in advance, of any meeting City is required to attend. City shall provide Moorpark with emergency and after hours contact telephone numbers and pagers that Moorpark may use, as necessary, to communicate with City after normal working hours. 12. Notification of Service Disruptions: City shall notify Moorpark, at the first available opportunity, but no later than one (1) hour after City is made aware, of any vehicle breakdowns or other problems that may cause service disruptions. 13. Operation During an Emergency: In the event of a major emergency such as a natural disaster or other catastrophic event, City shall make transportation and communication resources available to Moorpark to the highest degree possible. If the normal line of direct authority from Moorpark is intact, City shall follow instruction of Moorpark. If normal line of direct authority is broken, and for the period while it is broken, City shall make best use of transportation resources following the direction of the organization which appears to have assumed responsibility. Emergency transportation may include evacuation, transportation of injured and movement of people to food and shelter. City shall be reimbursed in accordance with the current Agreement rate, or, if the normal method does not cover the types of emergency services involved, then on the basis of fair, equitable and prompt reimbursement of City's actual costs. Reimbursements for such major emergency services shall be over and above the maximum obligation of this Agreement. Immediately after the emergency condition ceases, City shall reinstate normal transportation services. Payment shall be based on a written report showing services and cost breakdown related to emergency. While operating during an emergency, City shall keep records of all emergency transportation in accordance with Federal Emergency Management Agency (FEMA) requirements in order for Moorpark to receive FEMA reimbursement for emergency transportation expenses. In the event that FEMA rejects Moorpark's reimbursement request due to City' s reports not meeting FEMA's standards, City shall be required to re-write the reports for resubmittal. In the event FEMA rejects Moorpark's reimbursement request due to City' s failure to keep proper records of emergency transportation services, City shall be required to reimburse Moorpark's emergency transportation services expenses within thirty (30) days or the expenses can be deducted from Moorpark's next invoice for Fixed Route Bus services. Page 11 631 While operating during an emergency, City shall not be assessed liquidated damages as specified in Exhibit "D" of Transit Operations Contract 12072- 2019. 14. Service Complaints: All service complaints originating from eligible riders shall be handled in strict accordance with City standards of response and the obligations of City's contracted transit operator. In the event City is unable to satisfactorily resolve the complaint or the complaint involves an issue outside the scope of this Agreement, City shall refer the complaint to Moorpark for resolution. 15. Optional Services The following additional work, reasonably associated with transit operations, may be included in the Scope of Services to be performed by City upon request of Moorpark pursuant to a written agreement and at a mutually agreed upon price. These optional services will not require a formal amendment of the Agreement: Such optional services may be in the areas of: • Production and distribution of marketing materials • Completion of State and Federal Reporting • Maintenance of physical structures • Route planning • Surveys and studies It shall be within City’s discretion to determine whether City, or one of its contractors, shall perform said services. Page 12 632 EXHIBIT B SCHEDULE OF FEES Billing shall be on a revenue hour basis according to National Transportation Database definition of “revenue hour” as exists on July 1, 2019. In addition to revenue hour billing, City shall bill for leased vehicle costs, fuel, and a fixed monthly “Management Fee.” Additionally, bonus payments of up to two percent of revenue hour billings may be earned by City’s contracted transit operator for exceptional performance. Bonus payment earned by transit operator will be billed by City to Moorpark at the rate earned, 0.5 – 2.0 percent, as a separate line item. Contract Year One (July 1, 2019 – June 20, 2020): $62.83 per revenue hour An annual CPI adjustment in contract years two through four for revenue hour billing rates shall apply, not to exceed three percent in any one year. CPI will be calculated as the difference in the Consumer Price Index between June of the current contract year and July of the previous contract year, all items, not seasonally adjusted, Los Angeles region, and using the non-alternative method. In the event the CPI calculation results in a negative number, the previous year’s rate shall apply. CPI adjustment for two-year extensions shall be negotiated prior to contract extension. City shall charge a monthly Management Fee of $5,290 which shall be fixed for the first year of the contract. Management Fee shall be adjusted annually thereafter, effective July 1, for each subsequent year of the contract and fee shall be established by mutual consent. City shall bill fuel consumed at cost as invoiced by City’s Fleet Division to the transit program with no further mark-ups. Fuel shall be invoiced monthly. City shall bill for vehicle maintenance and repair as described in Exhibit “B” of Fixed Route Maintenance Agreement (12072-2019) which shall run concurrent to this Agreement. Optional Work as described in Exhibit “A” shall be charged at a mutually agreed upon price at the time the work is requested, up to a total of $25,000 per contract year. Optional work beyond that figure will require a formal amendment of the Agreement’s not-to-exceed amount. In the event Liquidated Damages are levied for failure to meet required Performance Standards, Moorpark shall be entitled to a credit on their next monthly invoice equal to the Liquidated Damages. Page 13 633 EXHIBIT C FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS (EXCERPT AS OF MAY 2010) 1. Medical/Drug/Alcohol Testing City shall require pre-employment medical examinations, including drug testing, for all prospective drivers and other safety sensitive employees of City. In addition, for any prospective employee who held prior safety-sensitive positions for another United States Department of Transportation (USDOT)-funded employer, City shall, after obtaining the required permission, check with those previous employers for any prior positive test results. Additionally, City must have an anti-drug program established for employees under the Congressionally Mandated Drug-Free Workplace Act. City shall comply with the Congressionally Mandated Drug-Free Workplace Act of 1988, the Omnibus Transportation Employee Testing Act of 1991, and 49 Code of Federal Regulations (CFR) Parts 653 and 654, superseded by Part 655 in 2002, regarding Drug and Alcohol Testing, and the FTA Drug and Alcohol testing requirements. The required testing includes pre-employment testing, testing after an accident, testing when there is reasonable suspicion, random testing, and testing before returning to duty to perform sensitive safety functions after a positive drug test. 2. Audit and Inspection City shall permit the authorized representatives of Moorpark, the Ventura County Transportation Commission (VCTC), the USDOT and the Controller General of the United States to inspect and audit all data and records of City relating to its performance under this Agreement. City also shall maintain all required records relating to this project for at least three (3) years after Moorpark makes final payment and all other pending matters are closed. 3. Clean Water City agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 United States Code (USC) Sections 1251 et seq. City agrees to report each violation to Moorpark and understands and agrees that Moorpark shall, in turn, report each violation as required to assure notification to FTA and the appropriate Environmental Protection Agency (EPA) Regional Office. City also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the subcontract includes services for Moorpark. Page 14 634 4. Equal Employment Opportunity In connection with the execution of this Agreement, City shall not discriminate against any employee or applicant for employment because of age, religion, color, sex, sexual orientation, national origin, marital status, or any disability not limiting the ability of the person to perform the job contemplated. City shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their age, race, religion, color, sex, sexual orientation, national origin, marital status, or any disability not limiting the ability of the person to perform the job contemplated. Such actions shall include, but not be limited to the following: Employment, up-grading, demotion, or transfer; recruitment, or recruitment advertising; layoff, or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. Such shall be in compliance with Executive Order 11246 amended by Executive Order 11375 and amended by Executive Order 11478 and as supplemented in United States Department of Labor (USDOL) regulations 41 CFR Part 60. In connection with the execution of this Agreement, City shall comply with all aspects of the Federal Immigration and Naturalization Act of 1986. 5. Conservation City shall recognize mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in compliance with the Federal Energy Policy and Conservation Act 42 USC, Sections 6321 et seq. 6. Clean Air City agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC Sections 7401 et seq. City agrees to report each violation to Moorpark and understands and agrees that Moorpark shall, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. City also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the subcontract includes services for Moorpark. 7. Title VI of the Civil Rights Act of 1964 During the performance of this Agreement, City, for itself, its assignees and successors in interest agrees as follows: A. Compliance with Regulations: City shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the USDOT 49 CFR, Part 21, as they may be amended from time to time, (Regulations), which are herein incorporated by reference and made a part of this Agreement. Page 15 635 B. Nondiscrimination: City, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment City shall not participate either directly or indirectly in the discrimination prohibited by Part 21.5 of the Regulations, including employment practices when the contract covers a program set forth in the Regulations. The proposal should include a statement by City certifying its compliance with the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by City for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by City of City’s obligations under this Agreement and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: City shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by Moorparkor the FTA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, City shall so certify to Moorpark or the FTA as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of City’s noncompliance with nondiscrimination provisions of this Agreement, Moorpark shall impose sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1. Withholding of payments to City under the Agreement until City complies; and/or 2. Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions: City shall include the provisions of paragraphs "A" through "E" in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. 8. Contract Work Hours and Safety Standards Act (CWHSSA) The CWHSSA, 40 USC Sections 327-333 applies to all agreements over $100,000 that may require or involve laborers or mechanics. The CWHSSA requires that laborers or mechanics cannot be required, or permitted, to work more than forty (40) hours in any workweek unless paid overtime at not less than one and one-half (1.5) times the basic rate of pay. 9. No Obligation by the Federal Government Page 16 636 Moorpark and City acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to Moorpark, City, or any other party (whether or not a party to that Agreement) pertaining to any matter resulting from the underlying Agreement. City agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 10. Program Fraud and False or Fraudulent Statements or Related Acts City acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC Sections 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Agreement. Upon execution of the underlying Agreement, City certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement or the FTA assisted project for which this Agreement work is being performed. In addition to other penalties that may be applicable, City further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on City to the extent the Federal Government deems appropriate. City also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 USC Section 5307, the Federal Government reserves the right to impose the penalties of 18 USC Section 1001 and 49 USC Section 5307(n)(1) on City, to the extent the Federal Government deems appropriate. City agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 11. Incorporation of FTA Terms The provisions in Attachment 3 include, in part, certain Standard Terms and Conditions required by the USDOT, whether or not expressly set forth in the preceding provisions. All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, as it may be amended from time to time, are hereby incorporated in this Agreement reference. Anything to the contrary herein Page 17 637 notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. City shall not perform any act, fail to perform any act or refuse to comply with any requests of Moorpark which would cause Moorpark to be in violation of the FTA terms and conditions. 12. Contracts Involving Federal Privacy Act Requirements The following requirements apply to City and its employees that administer any system of records on behalf of the Federal Government under any contract: (A) City agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC Section 552(a). Among other things, City agrees to obtain the express consent of the Federal Government before THOUSAND OAKS or its employees operate a system of records on behalf of the Federal Government. City understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. (B) City also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. (C) City agrees to comply with applicable transit employee protective requirements as follows: (1) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, City agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this Agreement and to meet the employee protective requirements of 49 USC Section 5333(b), and USDOL guidelines at 29 CFR Part 215, and any agreements thereto. These terms and conditions are identified in the letter of certification from the USDOL to FTA applicable to the FTA recipient's project from which Federal assistance is provided to support work on the underlying contract. City agrees to carry out that work in compliance with the conditions stated in that USDOL letter. The requirements of this subsection, however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 USC Section 5310(a)(2), or for projects for non-urbanized areas authorized by 49 USC Section 5311. Page 18 638 (D) City also agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 13. FEDERAL CHANGES City shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the grant agreements between the VCTC and FTA, as they may be amended or promulgated from time to time during the term of this Agreement. Failure by City to so comply shall constitute a material breach of this Agreement. In the event any such changes significantly affect the cost or the schedule to perform the work, City shall be entitled to submit a claim for an equitable adjustment under the applicable provisions of this Agreement. Page 19 639 Attachment 2 Project Name: Moorpark Fixed Route Maintenance AGREEMENT FOR TRANSIT SERVICES BETWEEN THE CITY OF THOUSAND OAKS AND CITY OF MOORPARK THIS AGREEMENT, made and entered into this 25th day of June, 2019, by and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter referred to as "City"), and CITY OF MOORPARK (hereinafter referred to as "Moorpark"). Moorpark and City agree as follows: 1. RETENTION OF CITY Moorpark hereby engages City, and City hereby accepts such engagement, to perform the services described in Section 2. City warrants it has the qualifications, experience, and facilities to properly and timely perform said services. 2. DESCRIPTION OF SERVICES The services to be performed by City are as follows and are more particularly described in Exhibit “A”: City shall provide preventive maintenance and general maintenance for Moorpark's Fixed Route transit fleet in conjunction with City’s public transportation program, as set forth in the Scope of Work, attached as Exhibit “A.” 3. COMPENSATION AND PAYMENT (a) Compensation. Moorpark shall compensate City for the service performed under this Agreement in accordance with the Schedule of Fees, attached as Exhibit “B.” (b) Invoice and Payment. All payments shall be made within thirty (30) days after receipt of written verification from the City of the actual compensation earned, in a form satisfactory to Moorpark. City shall address invoices to Moorpark as follows: Moorpark Public Transit Division City of Moorpark 799 Moorpark Avenue Moorpark , CA 93021 (c) Optional Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon mutual written agreement between the City and Moorpark. No liability or right to compensation for extra services shall exist without such a written agreement in form acceptable to the parties. Rates for extra services shall be set by mutual agreement of the parties. Page 1 640 4. CITY PROJECT MANAGER The services to be performed by City shall be accomplished under the general direction of, and in coordination by, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is, Mike Houser. 5. TERM The term of this Agreement shall run concurrently with Transit Operations Contract No. 12072-2019, which currently is July 1, 2019 to June 30, 2023. Parties may mutually agree to extend this Agreement upon the exercise of two, two-year term extensions provided for in said Contract. 6. NO ASSIGNMENT This Agreement is not assignable by City without Moorpark’s prior consent in writing. 7. HOLD HARMLESS AND INDEMNITY City shall defend, indemnify and hold harmless Moorpark and their elected officials, officers, employees, servants, designated volunteers from and against all claims, demands, lawsuits, judgments, damages, losses, injuries or liability, including, without limitation monetary or property damage, personal injury or wrongful death, and costs or expenses, including attorneys' fees and costs of defense (collectively, "Claims"), whether actual, alleged or threatened, which arise solely out of, the negligent acts or omissions, or willful misconduct, of City, its elected officials, officers, employees, in the performance of this Agreement. City shall require its contracted transit operator to similarly agree to defend and indemnify Moorpark for the acts or omissions of the contracted transit operator or its officers, agents, employees, contractors or consultants. 8. INSURANCE City shall maintain at the beginning of, and for the duration of this Agreement, insurance coverage as specified in Exhibit “E”. 9. RELATION OF THE PARTIES City is and shall at all times remain as to Moorpark a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of City shall at all times be under City’s exclusive direction and control. Neither Moorpark nor any of its officers, employees, or agents shall have control over the conduct of City or any of City’s officers, employees, or agents, except as set forth in this Agreement. City shall not at any time or in any manner represent that it or any of its officers, Page 2 641 employees, or agents are in any manner officers, employees, or agents of Moorpark. City shall not incur or have the power to incur any debt, obligation, or liability against Moorpark, or bind Moorpark in any manner. No employee benefits shall be available to City in connection with the performance of this Agreement. Except for the fees paid to City as provided in the Agreement, Moorpark shall not pay salaries, wages, or other compensation to City for performing services hereunder for Moorpark. Moorpark shall not be liable for compensation or indemnification to City for injury or sickness arising out of performing services hereunder. 10. TERMINATION Any party, may, upon sixty (60) calendar day’s written notice, terminate any portion or all of the services agreed to be performed under this Agreement. In the event of such termination, City shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by Moorpark to City within thirty (30) days following submission of a final statement by City. 11. CORRECTIONS City shall correct, at its expense, all errors in the work which may be disclosed during Moorpark’s review of City's work for which City has received written notification. 12. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE The acceptance by City of the final payment made under this Agreement shall operate as and be a release of Moorpark from all claims and liabilities for compensation to City for anything done, furnished or relating to City's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within five (5) calendar days of the receipt of that check, whichever occurs first. 13. WAIVER; REMEDIES CUMULATIVE Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. 14 PERFORMANCE STANDARDS Page 3 642 The performance standards described in Exhibit D, Transit Operator Agreement, Contract 12072-2019 shall apply to this Agreement, in addition to the penalties described in in Exhibit "C" attached hereto. 15. NON-APPROPRIATION OF FUNDS Payments due and payable to City for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of Moorpark funds. In the event Moorpark has not appropriated sufficient funds for payment of City services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year. 16. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN PARTIES This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa. The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement. This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering or services and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of this Agreement will be effective only if it is in writing and signed by the party to be charged. 17. MITIGATION OF DAMAGES In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party. 18. TAXPAYER IDENTIFICATION NUMBER City shall provide Moorpark with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. 12-87), as issued by the Internal Revenue Service. 18. MODIFICATION/AMENDMENT OF AGREEMENT Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval by the parties. 19. AUTHORIZATION Page 4 643 Each party has expressly authorized the execution of this Agreement on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement. 20. PARTIAL INVALIDITY If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 21. PERMITS AND LICENSES City, at its sole expense, shall obtain and maintain during the term of this Agreement all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 22. LEGAL RESPONSIBILITIES City shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. City shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act, Federal Transit Administration (FTA) Requirements as specified in Exhibit “D”, and Occupational Health and Safety Administration laws and regulations. Moorpark, and its officers and employees, shall not be liable at law or in equity occasioned by failure of City to comply with this Section. 23. NOTICES Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows: TO CITY: Mike Houser City of Thousand Oaks 2100 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362 TO CITY: City Manager City of Moorpark 799 Moorpark Avenue Moorpark , CA 93021 Page 5 644 In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first written above. CITY OF MOORPARK CITY OF THOUSAND OAKS Date: ________________________ Robert McCoy, Mayor By: ________________________ Janice S. Parvin, Mayor ATTEST By: ________________________ , City Clerk Cynthia Rodriguez, City Clerk APPROVED AS TO ADMINISTRATION By: ________________________ Troy Brown, City Manager Andrew P. Powers, City Manager APPROVED BY DEPARTMENT HEAD Jay T. Spurgin, Public Works Director APPROVED AS TO FORM: Office of the City Attorney Tracy Friedl, Deputy City Attorney Page 6 645 EXHIBIT A SCOPE OF WORK City Duties and Responsibilities – Maintenance City accepts responsibility for and shall perform, through the use of City's Fleet Maintenance Staff, preventive maintenance and general maintenance, for Moorpark's Fixed Route transit fleet. 1. Management: City shall provide management oversight at a level sufficient to oversee the performance of services under this Agreement. 2. Vehicles: City shall provide maintenance and repair services for Moorpark’s fleet of five (5) Moorpark-owned thirty-two (32) foot El Dorado CNG buses of varying age and mileage. 3. Vehicle Maintenance: City shall perform the duties and accept the responsibilities set forth in connection with the maintenance of Moorpark's vehicles referred to in this section as "vehicles". The omission of a duty or responsibility herein shall not relieve City of its obligation to perform such duty or accept such responsibility, so long as it is usual, customary and generally accepted within the public transportation industry as being an integral element of operating a fixed route public transportation system of a kind and character such as Moorpark City Transit. City shall be solely responsible for maintaining the vehicles, including tires, in the same operating condition and appearance in which they were received, subject to reasonable wear and tear based on mileage and age. Replacement tires are to be OEM quality or a grade better. During the Agreement period, Moorpark staff may have immediate and unrestricted access to all vehicles and all maintenance records during planned or unannounced inspections of City' s facility. Failure by City to maintain Moorpark vehicles to maintenance standards as defined by the manufacturer's technical manual may result in the vehicles being repaired by Moorpark at City's expense. City shall perform all routine preventive maintenance, heavy repair, and running repairs necessary to keep Moorpark vehicles in a safe, reliable, and well-maintained condition. 4. Maintenance Facility: City shall provide and maintain an appropriate maintenance facility within a thirty-five (35) mile radius from Moorpark City Hall, 799 Moorpark Avenue, Moorpark, California. The facility shall be equipped with all tools and equipment necessary for maintenance of vehicles in accordance with this Agreement. When out-of-service, Moorpark vehicles shall be stored at all times at the City’s Municipal Service Center. Page 7 646 City shall be permitted to store one (1) of Moorpark's buses at the Thousand Oaks Transportation Center (TOTC), located at 265 S. Rancho Road, Thousand Oaks, California, in order to provide expedited response times when a Moorpark bus is needed in the event of a breakdown of one of Moorpark's in-service vehicles. 5. Daily Maintenance: City or the City's contracted transit operator shall perform daily vehicle inspection and servicing on all vehicles under this Agreement. For purposes of this Agreement, daily inspection and servicing will include, but not be limited to: fueling, engine oil, coolant, water, and transmission fluid check/add, farebox vault pulling and replacement, wheelchair ramp/lift check, brake check; light and flasher check, and check all vehicle performance defects reported by drivers to identify potential safety and reliability items requiring immediate attention. City or the City's contracted transit operator shall develop, implement and maintain a written checklist of items included in the daily servicing of the vehicles. The checklist, subject to Moorpark's written approval, shall be utilized and kept on file for Moorpark and CHP review at any time during regular business hours. The checklist requirement may incorporate, or supplement CHP required driver's pre-trip safety inspections. 6. Vehicle Cleaning: City and the City's contracted transit operator shall maintain vehicles in a clean and neat condition at all times. The interior of the vehicles shall be kept free of litter and debris to the maximum extent practicable throughout the operating day. Vehicles shall be swept and dusted daily. Interior panels, windows, and upholstery shall be cleaned of marks as necessary. The interiors of all vehicles shall be thoroughly washed at least once per week, including all windows, seats, floor, stanchions, and grabrails. All foreign matter such as gum, grease, dirt, and graffiti shall be removed from interior surfaces during the interior cleaning process. Any damage to seat upholstery shall be repaired as soon as possible. Ceilings and walls shall be thoroughly cleaned at least once per month, or more often as necessary. Destination sign interior glass shall be cleaned as necessary to maintain a clean appearance and maximize visibility. The exteriors of vehicles shall be washed as required to maintain a clean, inviting appearance and in no event less than once per week. Exterior washing shall include the bus body, all windows, and wheels. Rubber or vinyl exterior components such as tires, bumper fascia, fender shirts, and door edge guards shall be cleaned and treated with a preservative at least once per month, or as necessary to maintain an attractive appearance. At least once every ninety (90) days, City's contracted transit operator shall provide a full detail of Moorpark's vehicles. The vehicles shall be kept free of vermin and insects at all times. City shall exterminate all vermin and insects from the vehicles immediately upon their discovery, utilizing safe and non-hazardous materials. Page 8 647 7. Preventive Maintenance: City shall develop and implement a preventive maintenance program. All preventive maintenance, and preventive maintenance inspections, shall be performed by City. At a minimum, City's preventive maintenance program shall adhere to the preventive maintenance schedules and standards of the industry, and shall meet the manufacturer's specifications and be sufficient so as not to invalidate or lessen warranty coverage, or operation, of Moorpark's vehicles. Adherence to preventive maintenance schedules shall not be regarded as reasonable cause for deferred maintenance in specific instances where City's employees observe that maintenance is needed in advance of schedule. City shall not defer maintenance for any reason without the prior written consent of Moorpark's City Manager or the City Manager's designee. All parts used for preventive maintenance shall be new and meet manufacturer's specifications. Moorpark, at its own expense, may inspect Moorpark’s vehicles to ensure that regular preventive maintenance is being performed. Such inspections shall be conducted at such time and in such a way so as not to interfere with City’s provision of services required under this Agreement or the corresponding Fixed Route Operations Agreement. 8. Vehicle Repairs: All repairs to Moorpark vehicles shall be performed by City and shall be included in the final Agreement cost. City shall be permitted to use third-party vendors (Sub-let) when repairs or services to Moorpark vehicles require specialized expertise. Sub-let repairs shall be included in the final Agreement cost. Repairs shall include, but not be limited to, work to correct loss or damage; adjustments due to normal wear and tear, and overhaul, rebuilding or replacement of components. All required parts shall be new and meet manufacturer's specifications. Repair work shall be conducted as soon as practicable upon learning that such work is required. City shall perform repair work expeditiously in response to identification of problems by drivers or other staff members. City shall assure Moorpark that required repairs shall not be deferred beyond a reasonable time. City shall be familiar with vehicle and equipment warranties and shall comply with all warranty provisions in the conduct of its maintenance. City, at no cost to Moorpark, shall provide all Moorpark vehicle body repair work and painting/ decaling resulting from vehicle accidents. All bodywork and painting/decaling shall be performed to industry best standards or Moorpark's specifications. Page 9 648 Any repair work not considered routine, that has an estimated cost in excess of $2,500 shall be pre-authorized by Moorpark's City Manager or the City Manager's designee before the work is performed. Whenever repair work involves items under warranty, City's Fleet staff shall perform repairs as to not void the warranty. Whenever possible, City's Fleet staff shall inform Moorpark's City Manager or the City Manager's designee of the work required involving warranted components prior to beginning work. 9. Vehicle Towing: In the event that towing of a Moorpark vehicle is required due to mechanical failure, Moorpark shall be responsible for paying for towing services. In the event of accident, City's contracted transit operator shall be responsible for paying for towing services. 10. Vehicle Fueling: City's Fleet staff or contracted transit operator shall fuel Moorpark's vehicles at the Thousand Oaks Municipal Services Center fueling facility and Moorpark shall be responsible for all fuel. Moorpark shall not be billed for time to fuel vehicles. 11. Staffing: City shall maintain qualified mechanics on duty during the hours of 6:30 am to 5:00 pm, Monday through Friday (except City holidays) and on- call at all other times. Mechanics are required to possess a valid California driver's license with the proper endorsement for the operation of the type of vehicles to be used. City shall provide thorough training for all personnel for the proper performance of their duties. Mechanics shall also be thoroughly trained on the use of all equipment on Moorpark vehicles. City' s mechanics shall be employed by City and shall be appropriately trained in accordance with City' s established Job Safety Program. 12. Maintenance Records and Reports: City shall be required to maintain maintenance records for this service as deemed necessary by Moorpark. City shall be responsible for submission of monthly service summary reports to Moorpark. These reports to be submitted by City within twenty (20) business days of the end of each calendar month. City shall prepare, maintain, and make available to Moorpark records and data relative to vehicle maintenance. Maintenance records shall be kept on all vehicles indicating all warranty work, preventive maintenance, and repairs performed on each vehicle. All such records and reports shall be prepared and maintained in such a manner so as to fulfill any applicable state or federal requirements, as well as any needs of Moorpark to enable it to accurately evaluate City's maintenance performance and the operating expense associated with Moorpark-owned vehicles. Page 10 649 Records of all maintenance and inspections shall be made available to Moorpark, the CHP and/or such other regulatory agencies with jurisdiction when requested. Moorpark maintains the right to inspect, examine and test, at any reasonable time, any vehicles used in performance of this Agreement and any equipment used in the performance of maintenance work in order to ensure compliance with this Agreement. Such inspection shall not relieve City of the obligation to continually monitor the condition of all vehicles and to identify and correct all substandard or unsafe conditions immediately upon discovery. City shall prepare and maintain records and reports that shall include, but are not limited to, the following: A. Daily vehicle inspection and servicing checklists. B. Work orders for all maintenance inspections, warranty repairs and other vehicle repairs including materials, parts and labor consumed. C. Road call reports, or work order, for each road call identifying date and time, vehicle number, problem, and mileage of vehicle. D. Monthly summary of vehicle miles, vehicle miles since last preventive maintenance inspection, a list of any vehicle repairs made, number and length of time a backup vehicle was used, and vehicle road calls. 13. Meetings and Contact Information: City shall make administrative staff available to attend two (2) meetings per year of Moorpark's Transportation and Public Works Committee. Moorpark shall notify City, in advance, of any meeting City is required to attend. City shall provide Moorpark with emergency and after hours contact telephone numbers and pagers that Moorpark may use, as necessary, to communicate with City after normal working hours. 14. Notification of Service Disruptions: City shall notify Moorpark, at the first available opportunity, but no later than one (1) hour after City is made aware, of any vehicle breakdowns or other problems that may cause service disruptions. 15. Spare Parts: City shall maintain an adequate supply of spare parts to minimize down time for routine maintenance and inspections. Specialized parts will be ordered as expeditiously as possible to minimize down time. City will seek pre-approval with Moorpark's City Manager or the City Manager's designee before placing an order for any part with a base cost in excess of $1,000 and shall not place into inventory spares any part with a base price in excess of $500 without approval of Moorpark's City Manager or the City Manager's designee. At the conclusion of the Agreement, City shall return any spare parts, keys, and manuals supplied to City by Moorpark. Page 11 650 Moorpark shall be responsible to reimburse City for any spare parts in inventory that cannot be returned for credit at the conclusion of the Agreement. Page 12 651 EXHIBIT B SCHEDULE OF FEES Billing of all routine and pre -approved maintenance services shall be at the City's usual and customary rates for like services and will be according to the following schedule of fees: Labor: $95.00 per hour Parts: Cost plus 35 percent Sub-let: Cost plus 15 percent Costs shall be fixed for year one of the Agreement and City shall notify Moorpark at least 30 days in advance of any changes to the schedule of fees. Any special repair or maintenance services that fall outside normal and routine repairs and maintenance under this Agreement, for example, the installation of additional equipment on to the buses, will be at a price to be mutually agreed upon in writing, up to a total of $25,000 per contract year. Optional work beyond this figure will require a formal amendment of the Agreement’s not-to-exceed amount. Page 13 652 EXHIBIT C PERFORMANCE STANDARDS FIXED ROUTE MAIN TENANCE City shall maintain vehicles according to the most current maintenance practices in order to ensure Fixed Route Operations continue uninterrupted except where service is interrupted for those reasons stated herein. City shall strive at all times to provide service in a manner that shall ensure responsive service to participants, while at the same time maximize service reliability and safety. In order to identify key areas of concern to Moorpark, various performance standards are described below for which liquidated damage fines may be assessed when service falls below the standard. It is agreed any breach of this Agreement by City could result in substantial damages and injury to the public and Moorpark in amounts which are difficult to ascertain with specificity at this time. Therefore, certain dollar amounts are established here for the identified standards. Liquidated damages shall be waived if service disruption was the result of a manufacturer defect. The performance standards described in Exhibit D, Transit Operator, Contract 12072- 2019 shall apply to this Agreement. In addition, the following two performance measures shall apply specifically to this Agreement. Measure Standard Liquidated Damages Vehicle breakdowns and availability of backup vehicles Breakdowns shall not exceed 5% of the total trips scheduled during the quarter. A backup bus shall be available at all times. $200 if breakdowns exceed 5% of total trips scheduled in a quarter. $75 per day if backup bus is not available. Preventative Maintenance Inspections (PMI) One hundred percent (100%) PMI to be completed on time. $75 per vehicle per missed inspection. Should additional verifiable contract violations occur that are not listed above, Moorpark may, at its sole option, notwithstanding other rights and remedies, assess City with liquidated damages at the rate of $100.00 per hour to compensate Moorpark for staff time spent investigating any verified contract violation. Said assessment shall be deducted from any payments due or to become due to City under the terms of the Agreement. Full payment by Moorpark shall not be construed as a waiver of Moorpark’s right to deduct the liquidated damages assessment, provided the assessment is then deducted from any payment made within 60 days from Moorpark becoming aware that a contract violation has occurred. Page 14 653 EXHIBIT D FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS (EXCERPT AS OF MAY 2010) 1. Medical/Drug/Alcohol Testing City shall require pre-employment medical examinations, including drug testing, for all prospective drivers and other safety sensitive employees of City. In addition, for any prospective employee who held prior safety-sensitive positions for another United States Department of Transportation (USDOT)-funded employer, City shall, after obtaining the required permission, check with those previous employers for any prior positive test results. Additionally, City must have an anti-drug program established for employees under the Congressionally Mandated Drug-Free Workplace Act. City shall comply with the Congressionally Mandated Drug-Free Workplace Act of 1988, the Omnibus Transportation Employee Testing Act of 1991, and 49 Code of Federal Regulations (CFR) Parts 653 and 654, superseded by Part 655 in 2002, regarding Drug and Alcohol Testing, and the FTA Drug and Alcohol testing requirements. The required testing includes pre-employment testing, testing after an accident, testing when there is reasonable suspicion, random testing, and testing before returning to duty to perform sensitive safety functions after a positive drug test. 2. Audit and Inspection City shall permit the authorized representatives of Moorpark, the Ventura County Transportation Commission (VCTC), the USDOT and the Controller General of the United States to inspect and audit all data and records of City relating to its performance under this Agreement. City also shall maintain all required records relating to this project for at least three (3) years after Moorpark makes final payment and all other pending matters are closed. 3. Clean Water City agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 United States Code (USC) Sections 1251 et seq. City agrees to report each violation to Moorpark and understands and agrees that Moorpark shall, in turn, report each violation as required to assure notification to FTA and the appropriate Environmental Protection Agency (EPA) Regional Office. City also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the subcontract includes services for Moorpark. Page 15 654 4. Equal Employment Opportunity In connection with the execution of this Agreement, City shall not discriminate against any employee or applicant for employment because of age, religion, color, sex, sexual orientation, national origin, marital status, or any disability not limiting the ability of the person to perform the job contemplated. City shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their age, race, religion, color, sex, sexual orientation, national origin, marital status, or any disability not limiting the ability of the person to perform the job contemplated. Such actions shall include, but not be limited to the following: Employment, up-grading, demotion, or transfer; recruitment, or recruitment advertising; layoff, or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. Such shall be in compliance with Executive Order 11246 amended by Executive Order 11375 and amended by Executive Order 11478 and as supplemented in United States Department of Labor (USDOL) regulations 41 CFR Part 60. In connection with the execution of this Agreement, City shall comply with all aspects of the Federal Immigration and Naturalization Act of 1986. 5. Conservation City shall recognize mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in compliance with the Federal Energy Policy and Conservation Act 42 USC, Sections 6321 et seq. 6. Clean Air City agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC Sections 7401 et seq. City agrees to report each violation to Moorpark and understands and agrees that Moorpark shall, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. City also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the subcontract includes services for Moorpark. 7. Title VI of the Civil Rights Act of 1964 During the performance of this Agreement, City, for itself, its assignees and successors in interest agrees as follows: A. Compliance with Regulations: City shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the USDOT 49 CFR, Part 21, as they may be amended from time to time, (Regulations), which are herein incorporated by reference and made a part of this Agreement. Page 16 655 B. Nondiscrimination: City, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment City shall not participate either directly or indirectly in the discrimination prohibited by Part 21.5 of the Regulations, including employment practices when the contract covers a program set forth in the Regulations. The proposal should include a statement by City certifying its compliance with the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by City for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by City of City’s obligations under this Agreement and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: City shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by Moorparkor the FTA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, City shall so certify to Moorpark or the FTA as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of City’s noncompliance with nondiscrimination provisions of this Agreement, Moorpark shall impose sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1. Withholding of payments to City under the Agreement until City complies; and/or 2. Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions: City shall include the provisions of paragraphs "A" through "E" in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. 8. Contract Work Hours and Safety Standards Act (CWHSSA) The CWHSSA, 40 USC Sections 327-333 applies to all agreements over $100,000 that may require or involve laborers or mechanics. The CWHSSA requires that laborers or mechanics cannot be required, or permitted, to work more than forty (40) hours in any workweek unless paid overtime at not less than one and one-half (1.5) times the basic rate of pay. Page 17 656 9. No Obligation by the Federal Government Moorpark and City acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to Moorpark, City, or any other party (whether or not a party to that Agreement) pertaining to any matter resulting from the underlying Agreement. City agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 10. Program Fraud and False or Fraudulent Statements or Related Acts City acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC Sections 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Agreement. Upon execution of the underlying Agreement, City certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement or the FTA assisted project for which this Agreement work is being performed. In addition to other penalties that may be applicable, City further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on City to the extent the Federal Government deems appropriate. City also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 USC Section 5307, the Federal Government reserves the right to impose the penalties of 18 USC Section 1001 and 49 USC Section 5307(n)(1) on City, to the extent the Federal Government deems appropriate. City agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 11. Incorporation of FTA Terms The provisions in Attachment 3 include, in part, certain Standard Terms and Conditions required by the USDOT, whether or not expressly set forth in the preceding provisions. All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, as it may be amended from time to time, are hereby Page 18 657 incorporated in this Agreement reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. City shall not perform any act, fail to perform any act or refuse to comply with any requests of Moorpark which would cause Moorpark to be in violation of the FTA terms and conditions. 12. Contracts Involving Federal Privacy Act Requirements The following requirements apply to City and its employees that administer any system of records on behalf of the Federal Government under any contract: (A) City agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC Section 552(a). Among other things, City agrees to obtain the express consent of the Federal Government before THOUSAND OAKS or its employees operate a system of records on behalf of the Federal Government. City understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. (B) City also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. (C) City agrees to comply with applicable transit employee protective requirements as follows: (1) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, City agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this Agreement and to meet the employee protective requirements of 49 USC Section 5333(b), and USDOL guidelines at 29 CFR Part 215, and any agreements thereto. These terms and conditions are identified in the letter of certification from the USDOL to FTA applicable to the FTA recipient's project from which Federal assistance is provided to support work on the underlying contract. City agrees to carry out that work in compliance with the conditions stated in that USDOL letter. The requirements of this subsection, however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 USC Section 5310(a)(2), or for projects for non-urbanized areas authorized by 49 USC Section 5311. Page 19 658 (D) City also agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 13. FEDERAL CHANGES City shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the grant agreements between the VCTC and FTA, as they may be amended or promulgated from time to time during the term of this Agreement. Failure by City to so comply shall constitute a material breach of this Agreement. In the event any such changes significantly affect the cost or the schedule to perform the work, City shall be entitled to submit a claim for an equitable adjustment under the applicable provisions of this Agreement. Page 20 659 EXHIBIT E INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, City will maintain insurance in conformance with the requirements set forth below. City will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, City agrees to amend, supplement or endorse the existing coverage to do so. City acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to Moorpark in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to Moorpark. City shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office (ISO) Commercial General Liability" policy form CG 00 01 or equivalent, including a manuscripted form. Defense costs must be paid in addition to limits. There shall be no cross-liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $5,000,000 per occurrence for all covered losses and no less than $10,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or equivalent, including a manuscripted form. Limits are subject to review, but in no event to be less than $ 5,000,000 per accident. If City owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If City or City’s employees will use personal autos in any way on this project, City shall provide evidence of personal auto liability for each such person. Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $ 1,000,000 per accident or disease. City shall submit to Moorpark, along with the certificate of insurance, a waiver of subrogation endorsement in favor of Moorpark, its officers, agents, employees and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to Moorpark for injury to employees of City, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval by Moorpark following receipt of proof of insurance as required herein. Page 21 660 Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Best rating of A- or better and a minimum financial size of VII. General conditions pertaining to provision of insurance coverage by City. City and Moorpark agree to the following with respect to insurance provided by City: 1. General liability policies shall provide or be endorsed to provide that Moorpark and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess liability policies. City agrees to have its insurer endorse the third-party general liability coverage required herein using standard ISO endorsement CG 2010 with an edition prior to 1992 or other endorsement form that Moorpark considers equivalent, including a blanket endorsement. City also agrees to require all contractors and subcontractors to do likewise. 2. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against Moorpark, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow City or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. City hereby waives its own right of recovery against Moorpark, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 3. All insurance coverage and limits provided by City and available or applicable to this Agreement are intended to apply to the extent of the policies. Nothing contained in this Agreement or any other agreement related to Moorpark or its operation limits the application of such insurance coverage. 4. None of the coverages required herein will be following these requirements if they include limiting endorsement of any kind that has not been first submitted to Moorpark and approved in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called " third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by Moorpark, as the need arises. City shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect Moorpark's protection without Moorpark's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured Page 22 661 endorsement to City's general liability policy, shall be delivered to Moorpark at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement or supplemental coverage is provided, Moorpark has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any premium so paid by Moorpark shall be charged to and promptly paid by City or deducted from sums due City, at Moorpark's option. 8. City shall provide Moorpark with immediate notice of any reduction or cancellation of coverage. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by City or any subcontractor, is intended to apply first and on a primary, non- contributing basis in relation to any other insurance or self-insurance available to Moorpark. 10. City agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by City, provide the same minimum insurance required of City. City 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. City agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to Moorpark for review. 11. If City's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to Moorpark. 12. Moorpark reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the City 90 days advance written notice of such change. If such change results in substantial additional cost to the City, Moorpark will negotiate additional compensation proportional to the increased benefit to Moorpark. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. City acknowledges and agrees that any actual or alleged failure on the part of Moorpark to inform City of non-compliance with an insurance requirement in no way imposes any additional obligations to Moorpark nor does it waive any rights hereunder in this or any other regard. 15. City will renew the required coverage annually as long as Moorpark, or its employees or agents face an exposure from operations of any type pursuant to Page 23 662 this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until Moorpark executes a written statement to that effect. 16. City shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from City's insurance agent to this effect is acceptable. A certificate of insurance and/ or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to Moorpark within five (5) days of the expiration of coverage. 17. The provisions of any Workers' Compensation or similar act will not limit the obligations of City under this Agreement. City expressly agrees not to use any statutory immunity defenses under such laws with respect to Moorpark, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. City agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge Moorpark or City for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to Moorpark. It is not the intent of Moorpark to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Moorpark for payment of premiums or other amounts with respect thereto. 22. Moorpark agrees to provide immediate notice to City of any claim or loss against Moorpark arising out of the work performed under this Agreement. Moorpark assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Moorpark. Page 24 663 Attachment 3 Project Name: Moorpark Dial-a-Ride AGREEMENT FOR TRANSIT SERVICES BETWEEN THE CITY OF THOUSAND OAKS AND CITY OF MOORPARK THIS AGREEMENT, made and entered into this 25th day of June, 2019, by and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter referred to as "City"), and CITY OF MOORPARK (hereinafter referred to as "Moorpark"). Moorpark and City agree as follows: 1. RETENTION OF CITY Moorpark hereby engages City, and City hereby accepts such engagement, to perform the services described in Section 2. City warrants it has the qualifications, experience, and facilities to properly and timely perform said services. 2. DESCRIPTION OF SERVICES The services to be performed by City are as follows and are more particularly described in Exhibit “A”: City shall operate and manage Demand Response (DAR) transportation services for City of Moorpark , in conjunction with City’s public transportation program, as set forth in the Scope of Work, attached as Exhibit “A.” 3. COMPENSATION AND PAYMENT (a) Compensation. Moorpark shall compensate City for the service performed under this Agreement in accordance with the Schedule of Fees, attached as Exhibit “B.” (b) Invoice and Payment. All payments shall be made within thirty (30) days after receipt of written verification from the City of the actual compensation earned, in a form satisfactory to Moorpark. City shall address invoices to Moorpark as follows: Moorpark Public Transit Division City of Moorpark 799 Moorpark Avenue Moorpark , CA 93021 (c) Optional Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon mutual written agreement between the City and Moorpark. No liability or right to compensation for extra services shall exist without such a written agreement in form acceptable to the parties. Rates for extra services shall be set by mutual agreement of the parties. Page 1 664 4. CITY PROJECT MANAGER The services to be performed by City shall be accomplished under the general direction of, and in coordination by, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is, Mike Houser. 5. TERM The term of this Agreement shall run concurrently with Transit Operations Contract No. 12072-2019, which currently is July 1, 2019 to June 30, 2023. Optional extension years will be subject to mutual agreement. Parties may mutually agree to extend this Agreement upon the exercise of two, two-year term extensions provided for in said Contract. 6. NO ASSIGNMENT This Agreement is not assignable by City without Moorpark’s prior consent in writing. 7. HOLD HARMLESS AND INDEMNITY City shall defend, indemnify and hold harmless Moorpark and their elected officials, officers, employees, servants, designated volunteers from and against all claims, demands, lawsuits, judgments, damages, losses, injuries or liability, including, without limitation monetary or property damage, personal injury or wrongful death, and costs or expenses, including attorneys' fees and costs of defense (collectively, "Claims"), whether actual, alleged or threatened, which arise solely out of, the negligent acts or omissions, or willful misconduct, of City, its elected officials, officers, employees, in the performance of this Agreement. City shall require its contracted transit operator to similarly agree to defend and indemnify and Moorpark for the acts or omissions of the contracted transit operator or its officers, agents, employees, contractors or consultants. 8. MINIMUM SCOPE AND LIMIT OF INSURANCE City shall at all times during the term of this Agreement require City's contracted transit operator to carry the insurance specified in Section 9 ("INSURANCE") of the Agreement for Professional Services Between the City and Contract Operator, Contract No. 12072-2019, dated May 21, 2019, incorporated here by this reference. City shall require City's contracted transit operator to name Moorpark and its elected officials, officers and employees as additional insured. Page 2 665 9. RELATION OF THE PARTIES City is and shall at all times remain as to Moorpark a wholly independent contractor. The personnel performing the services under this Agreement on behalf of City shall at all times be under City’s exclusive direction and control. Neither Moorpark nor any of its officers, employees, or agents shall have control over the conduct of City or any of City’s officers, employees, or agents, except as set forth in this Agreement. City shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of Moorpark. City shall not incur or have the power to incur any debt, obligation, or liability against Moorpark, or bind Moorpark in any manner. No employee benefits shall be available to City in connection with the performance of this Agreement. Except for the fees paid to City as provided in the Agreement, Moorpark shall not pay salaries, wages, or other compensation to City for performing services hereunder for Moorpark. Moorpark shall not be liable for compensation or indemnification to City for injury or sickness arising out of performing services hereunder. 10. TERMINATION Any party, may, upon sixty (60) calendar day’s written notice, terminate any portion or all of the services agreed to be performed under this Agreement. In the event of such termination, City shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by Moorpark to City within thirty (30) days following submission of a final statement by City. 11. CORRECTIONS City shall correct, at its expense, all errors in the work which may be disclosed during Moorpark’s review of City's work for which City has received written notification. 12. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE The acceptance by City of the final payment made under this Agreement shall operate as and be a release of Moorpark from all claims and liabilities for compensation to City for anything done, furnished or relating to City's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within five (5) calendar days of the receipt of that check, whichever occurs first. 13. WAIVER; REMEDIES CUMULATIVE Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such Page 3 666 failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. 14. PERFORMANCE STANDARDS The parties agree that the Performance Standards set forth in Exhibit D to Transit Operations Contract 12072- 2019, dated May 21, 2019, shall apply to this Agreement. Moorpark reserves the right to decide whether or not to assess Performance Standard penalties when City has determined a violation has occurred under its contract with the service provider. 15. FORCE MAJEURE City shall be excused from performance as described above during the time and to the extent that it is prevented from performing in the customary manner by force majeure, fire, flood, war, riot, civil disturbance, vandalism, terrorism, epidemic, quarantine, strike, lockout, labor dispute, freight embargo, rationing or unavailability of materials or products, loss of transportation facilities, commandeering of equipment, materials, products, plants, or facilities of government, or any other occurrences or circumstances which are beyond the control of City. 16. NON-APPROPRIATION OF FUNDS Payments due and payable to City for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of Moorpark funds. In the event Moorpark has not appropriated sufficient funds for payment of City services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year. 17. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN PARTIES This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa. The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement. This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering or services and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of Page 4 667 this Agreement will be effective only if it is in writing and signed by the party to be charged. 18. MITIGATION OF DAMAGES In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party. 19. TAXPAYER IDENTIFICATION NUMBER City shall provide Moorpark with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. 12-87), as issued by the Internal Revenue Service. 20. MODIFICATION/AMENDMENT OF AGREEMENT Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval by the parties. 21. AUTHORIZATION Each party has expressly authorized the execution of this Agreement on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement. 22. PARTIAL INVALIDITY If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 23. PERMITS AND LICENSES City, at its sole expense, shall obtain and maintain during the term of this Agreement all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 24. LEGAL RESPONSIBILITIES City shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. City shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act, Federal Transit Administration (FTA) Requirements as specified in Exhibit "C", and Page 5 668 Occupational Health and Safety Administration laws and regulations. Moorpark, and its officers and employees, shall not be liable at law or in equity occasioned by failure of City to comply with this Section. 25. NOTICES Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows: TO CITY: Mike Houser City of Thousand Oaks 2100 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362 TO CITY: City Manager City of Moorpark 799 Moorpark Avenue Moorpark , CA 93021 In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first written above. CITY OF MOORPARK CITY OF THOUSAND OAKS Date: ________________________ Robert McCoy, Mayor By: ________________________ Janice S. Parvin, Mayor ATTEST By: ________________________ , City Clerk Cynthia Rodriguez, City Clerk APPROVED AS TO ADMINISTRATION By: ________________________ Troy Brown, City Manager Andrew P. Powers, City Manager Page 6 669 APPROVED BY DEPARTMENT HEAD Jay T. Spurgin, Public Works Director APPROVED AS TO FORM: Office of the City Attorney Tracy Friedl, Deputy City Attorney Page 7 670 EXHIBIT A SCOPE OF WORK City Duties and Responsibilities – Operations City accepts responsibility for and shall perform, through the use of City's contracted transit operator, the services set forth below in connection with the operation and management of DAR services. Except as specifically noted below or where not applicable in the scope of the services as described above, the terms of City' s contract with the transit operator shall describe and set forth the standards by which services shall be provided under this Agreement. To the extent of any conflict between the terms of City's contract with the transit operator and the terms of this Agreement, the terms of this Agreement shall control. 1. Operations: City shall provide, through its contracted transit operator, operations management at a level sufficient to oversee the performance of the services required under this Agreement. 2. Hours: City shall provide DAR services to Moorpark residents according to hours published so long as they are within the City’s normal operating hours for local DAR services. From time to time Moorpark may wish to change the hours or the days of services to the community. With thirty (30) days written notice, City shall provide service so long as the requested hours do not fall outside DAR services operated by the City of Thousand Oaks for its residents. Service shall not be provided on New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas Day. Modified service hours may be operated on Christmas Eve and New Year’s Eve. 3. Employees: All employees providing services under this Agreement with the exception of City's Project Manager and Fleet staff will be employees of City's contracted transit operator, and subject to the transit operator's rules and/or requirements of City's current transit operator Agreement. 4. Eligibility: City shall provide DAR services to Moorpark residents who are at least 65 years of age ("age of eligibility"). City's and Moorpark's age of eligibility shall be identical. City shall provide ADA service to Moorpark residents who present an ADA card issued by any authorized agency. Service for Moorpark residents shall be generally defined as the Moorpark city limits with exceptions as exist as of June 30, 2019. Moorpark shall notify City at least thirty Page 8 671 (30) days in advance of requested changes to eligible locations and expansion of service area shall be by mutual agreement. City shall not provide service beyond Moorpark's local service areas for Moorpark residents. Moorpark shall not limit the number of rides an individual can receive in a day, week, or month. 5. Identification: All Moorpark riders covered under this Agreement ("eligible riders") shall be required to pre-register with Moorpark prior to first service or present an ADA card issued by any authorized agency. 6. Dispatch: City shall provide dispatch services for Moorpark during the same times and days as required by City. Moorpark participants must call a minimum of two (2) hours in advance of requested pick-up time and may make reservations up to fourteen (14) days in advance. 7. Notifications and Service Disruptions: Moorpark shall be responsible for general announcements of service change in the form of press releases and printed and electronic advertisements, except in those instances where City has agreed to the responsibility in writing as an extra service as described in Section 4 of the Agreement. City shall notify Moorpark, at the first available opportunity, but no later than one (1) hour after City is made aware, of any vehicle breakdowns or other problems (such as a passenger injury) that may cause service disruptions. 8. Vehicles: City warrants that it has sufficient vehicles in service to adequately meet eligible rider demand and provide service within the on-time performance standards described in the City's contract for Transit Operations. 9. Drivers: City shall provide drivers and customer service as required utilizing its contract operator. 10. Fares and Fare Collection: Moorpark shall establish the fare for DAR and ADA services. Moorpark shall provide City with thirty (30) days' advance written notice prior to changing fares. Senior Nutrition Trips are trips to and from Moorpark's Active Adult Center, 799 Moorpark Avenue, to access the Senior Nutrition Program. Personal Care Attendants (PCAs) do not pay fare. Companions must pay fare equal to the regular participant fare. The fare levied on eligible rides shall be a “flat” fee regardless of distance. Any discount fare offered to City residents shall apply to eligible Moorpark riders provided all applicable eligibility requirements are met. Page 9 672 City's contracted transit operator shall provide City with a complete accounting of collected fares. City shall credit collected fares against Moorpark's monthly invoice. Moorpark shall not be entitled to interest income earned on the deposit of fares. 11. Operations Records and Reports: City shall be required to maintain ridership and operations records for this service as described below. City shall be responsible for submission of monthly service summary reports to Moorpark. These reports, to be submitted by City within twenty (20) business days of the end of each calendar month, shall include, but not be limited to, the following: A. Date, time, and length of time for any service disruptions. B. Total participant counts by category and fare (Senior, ADA, PCA) and date. C. Participant counts by payment method (cash, pass, free meal trip) by date. Additionally, City shall collect, record, and report annually other statistical data required under Section 15 of the Federal Transit Act which includes but is not limited to; participant count by fare, vehicle hours, vehicle miles, vehicle revenue hours, vehicle revenue miles, participants per hour, wheelchair boardings, participant trip denials, and participant “no-shows”. 13. Meetings and Contact Information: City shall make administrative staff available to attend two (2) meetings per year of Moorpark's Transportation and Public Works Committee. Moorpark shall notify City, in advance, of any meeting City is required to attend. City shall provide Moorpark with emergency and after hours contact telephone numbers and pagers that Moorpark may use, as necessary, to communicate with City after normal working hours. 14. Operating During an Emergency: In the event of a major emergency such as a natural disaster or other catastrophic event, City shall make transportation and communication resources available to Moorpark to the highest degree possible. If the normal line of direct authority from Moorpark is intact, City shall follow instruction of Moorpark. If normal line of direct authority is broken, and for the period while it is broken, City shall make best use of transportation resources following the direction of the organization which appears to have assumed responsibility. Emergency transportation may include evacuation, transportation of injured and movement of people to food and shelter. City shall be reimbursed in accordance with the current Agreement rate, or, if the normal method does not cover the types of emergency services involved, then on the basis of fair, equitable and prompt reimbursement of City's actual costs. Reimbursements for such major emergency services shall be over and above the maximum obligation of this Agreement. Immediately after the emergency condition ceases, City shall reinstate normal Page 10 673 transportation services. Payment shall be based on a written report showing services and cost breakdown related to emergency. While operating during an emergency, City shall keep records of all emergency transportation in accordance with Federal Emergency Management Agency (FEMA) requirements in order for Moorpark to receive FEMA reimbursement for emergency transportation expenses. In the event that FEMA rejects Moorpark's reimbursement request due to City's reports not meeting FEMA's standards, City shall be required to re-write the reports for resubmittal. In the event FEMA rejects Moorpark's reimbursement request due to City's failure to keep proper records of emergency transportation services, City shall be required to reimburse Moorpark's emergency transportation services expenses within thirty (30) days or the expenses can be deducted from Moorpark's next invoice for Fixed Route Bus services. While operating during an emergency, City shall not be assessed liquidated damages as specified in Exhibit `C" of this Agreement. 15. Service Complaints: All service complaints originating from eligible riders shall be handled in strict accordance with City standards of response and the obligations of the City's contracted Transit Operator. In the event City is unable to satisfactorily resolve the complaint or the complaint involves an issue outside the scope of this Agreement, City shall refer the complaint to Moorpark for resolution. 16. Optional Services: The following additional work, reasonably associated with like transit operations, may be included in the Scope of Services to be performed by City upon request of Moorpark pursuant to a written agreement and at a mutually agreed upon price. These optional services will not require a formal amendment of the Agreement: Such optional services may be in the areas of: • Production and distribution of marketing materials • Completion of State and Federal Reporting • Surveys and studies It shall be within City’s discretion to determine whether City, or one of its contractors, shall perform said services. Page 11 674 EXHIBIT B SCHEDULE OF FEES Billing shall be calculated on a “per-ride” basis based on a revenue hour calculation according to National Transportation Database definition of “revenue hour” as exists on July 1, 2019. In addition to revenue hour expenses, City shall bill for proportional costs of fuel, vehicle leases, vehicle maintenance and a fixed monthly “Management Fee” to determine per-ride costs. Additionally, bonus payments of up to two percent of revenue hour billings may be earned by contractor for exceptional service. Bonus payment earned by contractor will be billed by City to Moorpark at the rate earned, 0.5 – 2.0 percent, as a separate line item. Contract Year One (July 1, 2019 – June 20, 2020): $65.53 per revenue hour The number of revenue hours billed shall be determined by taking the total number of revenue hours contractor bills for Thousand Oaks Transit (local) Dial-a-Ride services in a month and applying a percentage of hours proportional to the Moorpark portion of rides provided to the total number of rides provided. Calculation of billable hours by percentage shall be to two decimal places. Moorpark shall pay the same proportion for vehicle leases, maintenance, and fuel as for revenue hours as a separate charge for each item. City shall charge a monthly Management Fee of $1,515 which shall be fixed for the first year of the contract. Management Fee shall be adjusted annually, effective July 1, for each subsequent year of the contract and the fee shall be established by mutual consent. Costs for fuel, vehicles leases, and maintenance shall be at “billed” charges by the contractor and/or the City’s Fleet Division without additional mark-ups by the City. An annual CPI adjustment for revenue hour billing rates in contract years two through four shall apply, not to exceed three percent in any one year. CPI will be calculated as the difference in the Consumer Price Index between June of the current contract year and July of the previous contract year, all items, not seasonally adjusted, Los Angeles region, and using the non-alternative method. In the event the CPI calculation results in a negative number, the previous year’s rate shall apply. CPI adjustment for two-year extensions shall be negotiated prior to contract extension. Optional Work as described in Exhibit “A” shall be charged at a mutually agreed upon price at the time the work is requested, up to a total of $5,000 per contract year. Optional work beyond that figure will require a formal amendment of the Agreement’s not-to-exceed amount. Page 12 675 In the event Liquidated Damages are levied for failure to meet required Performance Measures, Moorpark shall be entitled to a credit on their next monthly invoice equal to the Liquidated Damages. Page 13 676 EXHIBIT C FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS (EXCERPT AS OF MAY 2010) 1. Medical/Drug/Alcohol Testing City shall require pre-employment medical examinations, including drug testing, for all prospective drivers and other safety sensitive employees of City. In addition, for any prospective employee who held prior safety-sensitive positions for another United States Department of Transportation (USDOT)-funded employer, City shall, after obtaining the required permission, check with those previous employers for any prior positive test results. Additionally, City must have an anti-drug program established for employees under the Congressionally Mandated Drug-Free Workplace Act. City shall comply with the Congressionally Mandated Drug-Free Workplace Act of 1988, the Omnibus Transportation Employee Testing Act of 1991, and 49 Code of Federal Regulations (CFR) Parts 653 and 654, superseded by Part 655 in 2002, regarding Drug and Alcohol Testing, and the FTA Drug and Alcohol testing requirements. The required testing includes pre-employment testing, testing after an accident, testing when there is reasonable suspicion, random testing, and testing before returning to duty to perform sensitive safety functions after a positive drug test. 2. Audit and Inspection City shall permit the authorized representatives of Moorpark, the Ventura County Transportation Commission (VCTC), the USDOT and the Controller General of the United States to inspect and audit all data and records of City relating to its performance under this Agreement. City also shall maintain all required records relating to this project for at least three (3) years after Moorpark makes final payment and all other pending matters are closed. 3. Clean Water City agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 United States Code (USC) Sections 1251 et seq. City agrees to report each violation to Moorpark and understands and agrees that Moorpark shall, in turn, report each violation as required to assure notification to FTA and the appropriate Environmental Protection Agency (EPA) Regional Office. City also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the subcontract includes services for Moorpark. Page 14 677 4. Equal Employment Opportunity In connection with the execution of this Agreement, City shall not discriminate against any employee or applicant for employment because of age, religion, color, sex, sexual orientation, national origin, marital status, or any disability not limiting the ability of the person to perform the job contemplated. City shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their age, race, religion, color, sex, sexual orientation, national origin, marital status, or any disability not limiting the ability of the person to perform the job contemplated. Such actions shall include, but not be limited to the following: Employment, up-grading, demotion, or transfer; recruitment, or recruitment advertising; layoff, or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. Such shall be in compliance with Executive Order 11246 amended by Executive Order 11375 and amended by Executive Order 11478 and as supplemented in United States Department of Labor (USDOL) regulations 41 CFR Part 60. In connection with the execution of this Agreement, City shall comply with all aspects of the Federal Immigration and Naturalization Act of 1986. 5. Conservation City shall recognize mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in compliance with the Federal Energy Policy and Conservation Act 42 USC, Sections 6321 et seq. 6. Clean Air City agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC Sections 7401 et seq. City agrees to report each violation to Moorpark and understands and agrees that Moorpark shall, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. City also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the subcontract includes services for Moorpark. 7. Title VI of the Civil Rights Act of 1964 During the performance of this Agreement, City, for itself, its assignees and successors in interest agrees as follows: A. Compliance with Regulations: City shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the USDOT 49 CFR, Part 21, as they may be amended from time to time, (Regulations), which are herein incorporated by reference and made a part of this Agreement. Page 15 678 B. Nondiscrimination: City, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment City shall not participate either directly or indirectly in the discrimination prohibited by Part 21.5 of the Regulations, including employment practices when the contract covers a program set forth in the Regulations. The proposal should include a statement by City certifying its compliance with the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by City for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by City of City’s obligations under this Agreement and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: City shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by Moorparkor the FTA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, City shall so certify to Moorpark or the FTA as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of City’s noncompliance with nondiscrimination provisions of this Agreement, Moorpark shall impose sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1. Withholding of payments to City under the Agreement until City complies; and/or 2. Cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions: City shall include the provisions of paragraphs "A" through "E" in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. 8. Contract Work Hours and Safety Standards Act (CWHSSA) The CWHSSA, 40 USC Sections 327-333 applies to all agreements over $100,000 that may require or involve laborers or mechanics. The CWHSSA requires that laborers or mechanics cannot be required, or permitted, to work more than forty (40) hours in any workweek unless paid overtime at not less than one and one-half (1.5) times the basic rate of pay. Page 16 679 9. No Obligation by the Federal Government Moorpark and City acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to Moorpark, City, or any other party (whether or not a party to that Agreement) pertaining to any matter resulting from the underlying Agreement. City agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 10. Program Fraud and False or Fraudulent Statements or Related Acts City acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC Sections 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Agreement. Upon execution of the underlying Agreement, City certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement or the FTA assisted project for which this Agreement work is being performed. In addition to other penalties that may be applicable, City further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on City to the extent the Federal Government deems appropriate. City also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 USC Section 5307, the Federal Government reserves the right to impose the penalties of 18 USC Section 1001 and 49 USC Section 5307(n)(1) on City, to the extent the Federal Government deems appropriate. City agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 11. Incorporation of FTA Terms The provisions in Attachment 3 include, in part, certain Standard Terms and Conditions required by the USDOT, whether or not expressly set forth in the preceding provisions. All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, as it may be amended from time to time, are hereby Page 17 680 incorporated in this Agreement reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. City shall not perform any act, fail to perform any act or refuse to comply with any requests of Moorpark which would cause Moorpark to be in violation of the FTA terms and conditions. 12. Contracts Involving Federal Privacy Act Requirements The following requirements apply to City and its employees that administer any system of records on behalf of the Federal Government under any contract: (A) City agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC Section 552(a). Among other things, City agrees to obtain the express consent of the Federal Government before THOUSAND OAKS or its employees operate a system of records on behalf of the Federal Government. City understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. (B) City also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. (C) City agrees to comply with applicable transit employee protective requirements as follows: (1) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, City agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this Agreement and to meet the employee protective requirements of 49 USC Section 5333(b), and USDOL guidelines at 29 CFR Part 215, and any agreements thereto. These terms and conditions are identified in the letter of certification from the USDOL to FTA applicable to the FTA recipient's project from which Federal assistance is provided to support work on the underlying contract. City agrees to carry out that work in compliance with the conditions stated in that USDOL letter. The requirements of this subsection, however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 USC Section 5310(a)(2), or for projects for non-urbanized areas authorized by 49 USC Section 5311. Page 18 681 (D) City also agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 13. FEDERAL CHANGES City shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the grant agreements between the VCTC and FTA, as they may be amended or promulgated from time to time during the term of this Agreement. Failure by City to so comply shall constitute a material breach of this Agreement. In the event any such changes significantly affect the cost or the schedule to perform the work, City shall be entitled to submit a claim for an equitable adjustment under the applicable provisions of this Agreement. Page 19 682 Attachment 4 Project Name: Fiscal Agent Agreement THIRD AMENDMENT TO FISCAL AGENT AGREEMENT FOR INTERCITY DIAL-A-RIDE SERVICES BETWEEN CITY OF THOUSAND OAKS AND THE PARTICIPATING AGENCIES OF THE EAST COUNTY TRANSIT ALLIANCE CONSISTING OF THE CITIES OF MOORPARK, SIMI VALLEY, AND COUNTY OF VENTURA Contract No. 10953-2015 This THIRD AMENDMENT to the Agreement for InterCity Dial-A-Ride (DAR) services, entered into between CITY OF THOUSAND OAKS, a municipal corporation, (hereinafter “City”) and PARTICIPATING AGENCIES OF THE EAST COUNTY TRANSIT ALLIANCE, (hereinafter “Agencies”), dated June 9, 2015 (hereinafter “Contract”), and as amended on July 12, 2016, and June 19, 2018is made and entered into this 25th day of June, 2019. RECITALS A. Whereas, City has a Contract with Agencies to provide transit services as detailed in Contract No. 10953-2015; and B. Whereas, City has a contract with MV Transportation (MV) for the provision of these transit services. (City’s Contract No. 10470-2014) C. Whereas, Contract No. 10470-2014 is set to expire on June 30, 2019; and D. Whereas, City has issued new Contract with MV for Transit Services, 12072-2019; and E. Whereas, City’s new Contract 12072-2019 permits contractor to earn up to a 2.0 percent bonus payment on revenue hour billing for exceptional service; and F. Whereas, City and the Agencies mutually agree that the fare for a one-way InterCity trip shall be increased from $5.00 to $6.00; and G. Whereas, City and the Agencies are desirous that the City continue to provide services under Contract No. 10953-2015 to run under the terms of new Contract 12072-2019 and with the amended fare structure. Amendment No. 3 Page 1 683 AGREEMENT TO AMEND NOW, THEREFORE, the undersigned parties to Contract agree to amend Contract as described below: Part 1. Contract No. 10953-2015 is hereby amended to replace all references to City’s agreement for Transit Services, City Contract No. 10470- 2014, with City’s current agreement, City Contract No. 12072-2019. Part 2. Exhibit B-1, Scope of Services, Section 8, “Fares”, is amended to add the following fare adjustment, changing the current $5.00 per trip fare to $6.00. Such section shall hereby read as follows: “8. Effective January 1, 2020 or earlier date as may be directed by the ECTA Management Committee, one-way fares for ADA trips and Senior trips shall be $6.00 per participant.” Part 3. Exhibit B-1, Scope of Services, Section 15, “Performance Standards”, is hereby amended to add the following new paragraph providing for a two percent service bonus payment: “Contractor may earn performance bonuses of up to two percent for exceptional service. Participating agencies shall pay proportionally, based on ridership, payment of any bonuses earned by Contractor.” Part 4. All terms used in Parts 1, 2, and 3 above shall have the meanings ascribed thereto in Contract. Except as amended in Parts 1, 2, and 3, all other sections, terms, obligations, duties, clauses and provisions of Contract as written and previously amended, shall remain the same. Signatures on following pages Amendment No. 3 Page 2 684 IN WITNESS WHEREOF, the parties execute this Third Amendment to Contract for InterCity Dial-a-Ride services as of the date set forth above. CITY OF THOUSAND OAKS Robert McCoy, Mayor City of Thousand Oaks, California ATTEST: Cynthia M. Rodriguez, City Clerk APPROVED AS TO ADMINISTRATION: Andrew P. Powers, City Manager APPROVED BY DEPARTMENT HEAD: Jay T. Spurgin, Public Works Director APPROVED AS TO FORM: Office of the City Attorney Tracy Friedl, Deputy City Attorney Amendment No. 3 Page 3 685 CITY OF MOORPARK Date: ________________________ By: ________________________ Janice S. Parvin, Mayor APPROVED AS TO ADMINISTRATION By: ________________________ Troy Brown, City Manager ATTEST By: ________________________ ,City Clerk Amendment No. 3 Page 4 686 CITY OF SIMI VALLEY City of Simi Valley, A Municipal Corporation Attest: _________________________ By:_____________________________ Ky Spangler, Deputy Director/City Clerk Keith L. Mashburn, Mayor of the City of Simi Valley, California Approved as to Form: _________________________ Lonnie J. Eldridge, City Attorney Approved as to Content: _________________________ Brian Gabler, Interim City Manager _________________________ Connie Henes-Baird Deputy Director/Support Services _________________________ Ron Fuchiwaki, Director Department of Public Works Amendment No. 3 Page 5 687 COUNTY OF VENTURA _____________________________ Steve Bennett, Chair, Board of Supervisors County of Ventura ATTEST: MICHAEL POWERS, Clerk of the Board of Supervisors County of Ventura, State of California By: Deputy Clerk of the Board Amendment No. 3 Page 6 688