HomeMy WebLinkAboutAGENDA REPORT 2024 1218 CCSA REG ITEM 10GCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of December 18, 2024
ACTION APPROVED STAFF
RECOMMENDATION, INCLUDING
ADOPTION OF RESOLUTION NO. 2024-
4288. (ROLL CALL VOTE: UNANIMOUS)
BY A. Hurtado.
G. Consider Amendment No. 1 to First Transit Inc. Agreement Extending the
Agreement Term to December 31, 2026, for $1,470,861 to Continue Providing
Transit Service for Moorpark City Transit’s Pilot Mobility On Demand Rideshare
Program MCT On Demand. Staff Recommendation: 1) Approve Amendment No.
1 to First Transit Agreement, extending the Agreement term to December 31,
2026, for a not-to-exceed amount of $1,470,861 subject to final language approval
of the City Manager and City Attorney, and authorize the City Manager to sign the
Agreement; and 2) Adopt Resolution No. 2024-4288, amending the Fiscal Year
2024/25 budget by $200,000 for unallocated fund balance in the Traffic Systems
Management Fund (2001) for First Transit Agreement Amendment No. 1. (Staff:
Michelle Woomer, Senior Management Analyst) (ROLL CALL VOTE
REQUIRED)
Item: 10.G.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Daniel Kim, City Engineer/Public Works Director
BY: Michelle Woomer, Senior Management Analyst
DATE: 12/18/2024 Regular Meeting
SUBJECT: Consider Amendment No. 1 to First Transit Inc. Agreement Extending
the Agreement Term to December 31, 2026, for $1,470,861 to Continue
Providing Transit Service for Moorpark City Transit’s Pilot Mobility On
Demand Rideshare Program MCT On Demand
BACKGROUND
On October 21, 2020, City Council approved a three-year Pilot Mobility On Demand
Rideshare Program (Pilot Project) known as MCT On Demand. On June 9, 2021, the
City entered into an Agreement with RideCo Inc. (RideCo) to provide transit service and
technology software for the Pilot Project. The contract was initially awarded to RideCo
after the City released a Request for Proposal (RFP) on April 9, 2021. However, RideCo
was unable to fulfill all of the obligations initially included in the scope of services, which
included providing the drivers and vehicles for the Pilot Project. On December 15, 2021,
the City and First Transit Inc. (First Transit) entered into an agreement for First Transit to
provide the driver and vehicle services that was initially going to be provided by RideCo.
The First Transit Agreement expires on December 31, 2024, and can be extended by up
to two (2) additional years, in consecutive one-year increments.
DISCUSSION
First Transit currently provides three vehicles for MCT On Demand, with a total of four
drivers. Due to the high demand for the service, all three vehicles run during the service
hours with no backup vehicle. Service hours are Monday through Friday, from 6:00 a.m.
to 7:00 p.m. There is no service on City Holidays.
Since MCT On Demand’s inception on April 12, 2022, over 57,000 passengers have been
transported as of October 2024. Passengers like the ease of use, the reliability and the
quality of service provided by the drivers. The drivers have an average rating of 4.8 stars
out of 5. MCT On Demand is proving to be a more popular service during the summer
months in comparison to the City’s Fixed Route service averaging 2,672 in ridership in
comparison to the Fixed Route’s average ridership of 1,600. During the school year, the
Item: 10.G.
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average ridership for the service is 2,345 per month in comparison to 2,900 for the Fixed
Route service.
The initial three-year Agreement had a not-to-exceed (NTE) amount of $1,732,402. On
November 27, 2024, First Transit submitted a cost proposal for the proposed two-year
contract extension in the amount $1,470,861. The previous three-year contract
breakdown is as follows with a comparison to the proposed two-year contract extension:
Three-year Contract
Expires 12/31/2024
New Two-year Contract
Extension
Contract Year 1 2 3 4 5
Total Annual
Cost
$552,553 $578,398 $601,451 $721,873 $748,988
Cost per
Revenue Hours
$89.93 $94.14 $97.89 $117.49 $121.91
Initial services provided by First Transit in the beginning of the Pilot Project were two
drivers, three vehicles (two to be used during the service and one as a backup), one full-
time road supervisor, phone dispatchers to handle phone calls for trip requests, vehicle
maintenance and fuel. Due to the popularity of the service, a third driver was added
during the second year of the service, and the third vehicle was used during service hours
leaving the service without a backup vehicle. During year three of the service, due to the
continued demand, a fourth driver was added to alleviate the long hours that each driver
was working.
The new proposed pricing includes services that are already being provided, the addition
of two cutaway vehicles, and also takes into account increased prices for fuel, additional
maintenance cost due to the larger fleet and aging vehicles, insurance cost and wage
adjustments for First Transit hourly employees. The two vehicles that will be added to
the service will provide much needed passenger capacity as the two new vehicles will
have a capacity of nine passengers each; seven ambulatory passengers and two
wheelchair passengers per vehicle. The current vehicle fleet for the service are two
minivans which has a capacity of four ambulatory passengers and one wheelchair
passenger; and a cutaway shuttle with a capacity of nine passengers (seven ambulatory
passengers and two wheelchair passengers). Additionally, the service will now have a
backup vehicle in case a vehicle needs to be repaired or is due for the required
maintenance service. More importantly, the rate of “failed searches due to high demand”
will be decreased due to the addition of two larger capacity vehicles being added to the
service. High failed searches usually occur during peak demand times of 7:00 a.m. to
8:00 a.m. in the morning, and 3:00 p.m. to 4:00 p.m. in the afternoon. These peak
demand times coincides with the Moorpark High School bell schedule. Failed searches
occur when someone is searching for available rides on the MCT On Demand App and
ends up in a failed result because there was no capacity.
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ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no environmental review is required.
FISCAL IMPACT
MCT On Demand, the City’s Pilot On Demand Rideshare program, is funded through the
Federal Transit Administration (FTA) 5307 grant funds (Fund 2414) as well as 8c
Transportation Development Act (TDA) (Fund 2414) funds. First Transit is paid through
expense line 2414-430-P0011-51000. The City’s FY 2024/25 budget allocated $650,000
for First Transit services, which was based on year three of the contract with a cost per
revenue hour $97.89. The new revenue per hour rate for year four of the contract will be
$117.49. Due to the rate increase, a budget amendment in the amount of $200,000 from
unallocated Traffic Systems Management Fund (Fund 2001) is requested.
COUNCIL GOAL COMPLIANCE
The City Council Goals and Objectives for Fiscal Year FY 2023/24 and FY 2024/25
includes Goal 1, The Moorpark Quality of Life Objective 1.10: “Pilot MCT On Demand
Evaluation.” The Pilot Mobility On Demand Rideshare Program’s first day of service was
April 12, 2022. The three-year pilot program ends on April 12, 2025, and will be evaluated
at that time.
STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED)
1. Approve Amendment No. 1 to First Transit Agreement, extending the Agreement
term to December 31, 2026, for a not-to-exceed amount of $1,470,861 subject to
final language approval of the City Manager and City Attorney, and authorize the
City Manager to sign the Agreement; and
2. Adopt Resolution No. 2024-____, amending the Fiscal Year 2024/25 budget by
$200,000 from unallocated fund balance in the Traffic Systems Management Fund
(2001) for First Transit Agreement Amendment No. 1.
Attachment 1: First Transit Inc. Agreement Amendment No. 1
Attachment 2: Draft Resolution No. 2024-____
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AMENDMENT NO. 1
AGREEMENT BETWEEN THE CITY OF MOORPARK AND
FIRST TRANSIT, INC. FOR A PILOT MOBILITY ON DEMAND RIDESHARE
PROGRAM
THIS AGREEMENT (the “Agreement”), made and effective as of this _________
day of ________________________, 202_, between the City of Moorpark, a municipal
corporation (“City”) and First Transit, Inc., a corporation (“Contractor” or “First Transit”)
(collectively, the “Parties”). In consideration of the mutual covenants and conditions set
forth herein, the Parties agree as follows:
WHEREAS, City desires to continue a pilot mobility on demand rideshare
program; and
WHEREAS, Contractor specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Contractor previously submitted to City a Proposal dated
October 21, 2021, and was subsequently awarded the contract to provide such
services;
WHEREAS, the Parties entered into an Agreement for a Pilot Mobility on
Demand Rideshare service on December 29, 2021, as memorialized in that agreement
(“Original Agreement”);
WHEREAS, City desires to continue MCT On Demand, its on demand rideshare
program; and
WHEREAS, Contractor has submitted to City a Proposal dated November 27,
2024, which is attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
1. TERM
The term of this Agreement shall be from the date of execution to the completion
of the project on December 31, 2026, unless this Agreement is terminated or
suspended pursuant to this Agreement. This Agreement can be extended by up to two
(2) additional years, in consecutive one-year increments by mutual written agreement.
The City shall advise Contractor of its intention to continue for an additional period at
least ninety (90) days prior to the end of this Agreement.
2. SCOPE OF SERVICES
City does hereby retain Contractor, as an independent contractor, in a
contractual capacity to provide a pilot mobility on demand rideshare program, as set
forth in Exhibit A and Exhibit B. In the event there is a conflict between the provisions of
ATTACHMENT 1
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Exhibit A, Exhibit B and this Agreement, the language contained in this Agreement shall
take precedence. In the event of a conflict between Exhibit A and Exhibit B, then
Exhibit B shall take precedence.
Contractor shall perform the tasks described and set forth in Exhibit A and
Exhibit B. Contractor shall complete the tasks according to the schedule of
performance, which is also set forth in Exhibit A.
Compensation for the services to be performed by Contractor shall be in
accordance with Exhibit A. Compensation shall not exceed the rates or total contract
value of one million four hundred seventy thousand eight hundred sixty-one dollars
($1,470,861.00), without a written amendment to the Agreement executed by both
parties. Payment by City to Contractor shall be in accordance with the provisions of this
Agreement.
3. DEFINITIONS
“Passenger” shall mean any person utilizing the services provided by the
Contractor as described in Exhibit B.
“Vehicle” or “backup vehicle” shall mean a bus or van designated by the
Contractor for use in providing services under this Agreement, including but not limited
to a primary vehicle, any additional wheelchair accessible vehicle and a backup or
replacement vehicle if needed due to a mechanical breakdown, traffic incident, or any
reason whatsoever to provide transportation services under this Agreement. The
backup or replacement vehicle shall be equipped with a wheelchair lift and be of the
size, capacity, and design specified in Exhibit A and B, or, there shall be a secondary
wheelchair accessible vehicle that will serve as a backup vehicle to the primary
wheelchair accessible vehicle. All vehicles shall be in a safe and good working order.
The City shall have the right to approve the suitability of any vehicle used by the
Contractor under this Agreement.
“Revenue hours” shall mean the time when a vehicle is available to the general
public and there is an expectation of carrying passengers. Revenue hours does not
include leaving or returning to the garage or yard facility or time when a driver is on an
unpaid break/lunch.
4. PERFORMANCE
Contractor shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Contractor
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Contractor hereunder
in meeting its obligations under this Agreement.
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5. MANAGEMENT
The individual directly responsible for Contractor’s overall performance of this
Agreement and to serve as principal liaison between City and Contractor shall be
Rashidi Barnes, and no other individual may be substituted without the prior written
approval of the City Manager.
The City’s contact person in charge of administration of this Agreement, and to
serve as principal liaison between Contractor and City, shall be the City Manager or the
City Manager’s designee.
6. PAYMENT
Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form,
before payments may be made to vendors.
Compensation for services to be performed by the Contractor shall not exceed
the daily rate submitted in the Contractor’s Cost Proposal Form in Exhibit A without
additional authorization by the City. Services shall be billed in accordance with
Contractor’s proposal as it is accepted by the City. The City shall only pay for services
actually rendered. Services rendered shall specifically exclude time for travel to and
from the Contractor’s storage facility and downtime for road assistance.
The City agrees to pay Contractor monthly, in accordance with the payment rates
and terms and the schedule of payment as set forth in Exhibit A, based upon actual time
spent on the above tasks. This amount shall not exceed one million seven hundred
thirty-two thousand four hundred two dollars ($1,470,861.00) for the total term of the
Agreement unless additional payment is approved as provided in this Agreement.
Contractor shall not be compensated for additional services rendered in
connection with its performance of this Agreement, unless such additional services and
compensation are authorized, in advance, in a written amendment to the agreement
executed by both parties. The City Manager, if authorized by City Council, may approve
additional work not to exceed ten percent (10%) of the amount of the Agreement.
City may increase or decrease services to be provided by Contractor under this
Agreement (“Schedule Readjustments”). However, where Schedule Readjustments
impact by fifteen percent (15%) or more the service levels or equipment levels required
of Contractor under the assumed routes, schedules, days of service, hours or miles, or
vehicle requirements contained in this Agreement, Contractor shall be permitted to
propose rate adjustments commensurately to cover increases or decreases in cost
structure associated with such changes by City for City review. Any approved rate
adjustments shall be by amendment.
Contractor shall submit invoices monthly for actual services performed. Invoices
shall be submitted on or about the first business day of each month, or as soon
thereafter as practical, for services provided in the previous month. Invoices shall be
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accompanied with attachments specified in Exhibit B. Payment shall be made within
thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or
reimbursable cost appearing on any invoice shall be accompanied by a receipt or other
documentation subject to approval of the City Manager. If the City disputes any of
Contractor’s fees or expenses it shall give written notice to Contractor within thirty (30)
days of receipt of any disputed fees set forth on the invoice.
7. VEHICLES
Pursuant to its submitted pricing proposal in connection with the Original
Agreement which was attached thereto as Exhibit A and dated October 21, 2021,
(incorporated herein by reference), Contractor agreed to bear the cost of three (3)
Vehicles to be used in connection with the provision of services on behalf of City
(“Original Vehicles”). In the event that City terminates this Agreement as provided
herein and prior to expiration of the Term, City agrees to purchase from Contractor the
Original Vehicles at the current book value at the time of such termination.
As to the Vehicles purchased in connection with the proposal submitted by
Contractor and attached hereto as Exhibit A (“New Vehicles”), the Parties acknowledge
and agree that in the event that City terminates this Agreement during the Term as
provided herein or otherwise does not extend this Agreement beyond the Term, City will
purchase from Contractor the New Vehicles at the current book value at the time of
such termination or expiration of the Agreement, as applicable.
8. TERMINATION OR SUSPENSION WITHOUT CAUSE
This Agreement, or portions thereof, may be terminated, cancelled or suspended
in any one of the following manners:
1) By mutual written agreement of the parties.
2) Upon ten (10) days written notice by City or thirty (30) days written notice by
Contractor, with or without cause.
3) If in the sole subjective judgment of City at any time or times after the execution
of this Agreement and subject to Section 9 below, Contractor fails to perform the
services required to be provided in accordance with the terms hereof, or fails to
comply with any of the requirements and terms of this Agreement the City, upon
expiration of the Cure Period as provided in Section 9, and without prejudice to
any other remedies the City may have, may terminate Contractor's services and
any obligations the City may otherwise have under this Agreement. The written
notice shall instruct Contractor to cease its services as of a specified day, and
City shall have no further obligation to pay for services tendered or otherwise
after such date.
4) If in the sole subjective judgment of City at any time or times after the
execution of this Agreement Contractor fails to maintain in force throughout
the term of this Agreement, including any extensions thereof, the insurance
coverage required herein, or Contractor effects any willful acts or omissions
that endanger the public health and safety, the City may immediately, without
prior notification, and without prejudice to any other remedies the City may
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have, suspend Contractor’s services and any obligations the City may
otherwise have under this Agreement. Upon receiving written notice of
immediate suspension, Contractor shall have up to fourteen (14) days to cure
or remedy cause for suspension; however the City may, at the City’s sole
discretion, terminate this Agreement within the suspension period. Should the
Contractor cure or remedy the cause for suspension, and the cure or remedy
is accepted, in writing, by the City, Contractor may resume services.
9. BACKGROUND CHECKS
Contractor shall be registered with the Department of Justice as a Human
Resources Agency. Contractor shall at a minimum perform background checks on
drivers utilizing a vendor such as Live Scan to ensure that drivers with inappropriate
backgrounds are not employed to provide services under this Agreement. Drivers shall
have no felony conviction history consistent with Contractor’s obligations under
Government Code Section 12952.
10. DEFAULT OF CONTRACTOR
The Contractor’s failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Contractor is in default for cause under the terms
of this Agreement, City shall have no obligation or duty to continue compensating
Contractor for any work performed after the date of default and can terminate or
suspend this Agreement immediately by written notice to the Contractor. If such failure
by the Contractor to make progress in the performance of work hereunder arises out of
causes beyond the Contractor’s control, and without fault or negligence of the
Contractor, it shall not be considered a default.
If the City Manager or the City Manager’s designee determines that the
Contractor is in default in the performance of any of the terms or conditions of this
Agreement, designee shall cause to be served upon the Contractor a written notice of
the default. The Contractor shall have fourteen (14) days after service upon it of said
notice in which to cure the default by rendering a satisfactory performance (“Cure
Period”). In the event that the Contractor fails to cure its default within such period of
time, the City shall have the right, notwithstanding any other provision of this
Agreement, to terminate this Agreement without further notice and without prejudice to
any other remedy to which it may be entitled at law, in equity or under this Agreement.
11. LIQUIDATED DAMAGES
Liquidated Damages will not be assessed as part of this Agreement.
12. OWNERSHIP OF DOCUMENTS
Contractor shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to the
performance of services under this Agreement. Contractor shall maintain adequate
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records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Contractor shall provide
free access to the representatives of City or the City’s designees at reasonable times to
such books and records; shall give the City the right to examine and audit said books
and records; shall permit City to make transcripts therefrom as necessary; and shall
allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Notification of a City audit shall be provided at least thirty (30) days before
any such audit is conducted. Such records, together with supporting documents, shall
be maintained for a period of three (3) years after receipt of final payment.
Upon completion of, or in the event of termination or suspension without cause of
this Agreement, all original documents, designs, drawings, maps, models, computer
files, surveys, notes, and other documents prepared in the course of providing the
services to be performed pursuant to this Agreement (the “Work Product”) shall become
the sole property of the City and may be used, reused, or otherwise disposed of by the
City without the permission of the Contractor. With respect to computer files, Contractor
shall make available to the City, at the Contractor’s office and upon reasonable written
request by the City, the necessary computer software and hardware for purposes of
accessing, compiling, transferring, and printing computer files.
Contractor warrants and represents that it has secured all necessary licenses,
consents or approvals necessary to the production of the Work Product. Consultant
shall defend, indemnify and hold City, and the other City Indemnitees (as defined in
Section 12, below) harmless from any and all loss, claim or liability in any way related to
a claim that City’s use of any of the Work Product violates federal, state or local laws, or
any contractual provisions, or any rights or laws relating to trade names, licenses,
franchises, copyrights, patents or other means of protecting intellectual property rights
and/or interests in products, ideas or inventions. Consultant shall bear all costs arising
from the use of patented, copyrighted, trade secret or trademarked documents,
materials, equipment, devices or processes in connection with its provision of the Work
Product produced under this Agreement. In the event the use of any of the Work
Product or other deliverables hereunder by City is held to constitute an infringement and
the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for
City the right to continue using the Work Product and other deliverables by suspension
of any injunction, or by procuring a license or licenses for City; or (b) modify the Work
Product and other deliverables so that they become non-infringing while remaining in
compliance with the requirements of this Agreement. This covenant shall survive the
termination of this Agreement
13. INDEMNIFICATION AND HOLD HARMLESS
Contractor shall indemnify, defend and hold harmless City, and any and all of its
elected officials, officers, employees, contractors, and agents (“City Indemnitees”) from
and against any and all causes of action, claims, liabilities, obligations, judgments, or
damages, including reasonable legal counsels’ fees and costs of litigation (“claims”),
arising out of the Contractor’s performance under this Agreement or out of the
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operations conducted by Contractor, including the City’s active or passive negligence,
except for such loss or damage arising from the sole negligence or willful misconduct of
the City or any City Indemnitees. In the event the City Indemnitees are made a party to
any action, lawsuit, or other adversarial proceeding arising from Contractor’s
performance of this Agreement, the Contractor shall provide a defense to the City
Indemnitees or at the City’s option reimburse the City Indemnitees their costs of
defense using counsel of their choice, including reasonable legal counsels’ fees
incurred in defense of such claims.
Contractor agrees to obtain executed indemnity agreements with provisions
identical to those set forth in this Section from each and every subcontractor, or any
other person or entity involved by, for, with, or on behalf of Contractor in the
performance of this Agreement. In the event Contractor fails to obtain such indemnity
obligations from others as required here, Contractor agrees to be fully responsible for
the indemnity otherwise required of such subcontractors or other persons or entities
according to the terms of this Section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend City as set forth
here is binding on the successors, assigns, or heirs of Contractor and shall survive the
termination of this Agreement or this Section.
City does not and shall not waive any rights that it may have against Contractor
by reason of this Section, because of the acceptance by City, or the deposit with City, of
any insurance policy or certificate required pursuant to this Agreement. The hold
harmless and indemnification provisions shall apply regardless of whether or not said
insurance policies are determined to be applicable to any losses, liabilities, damages,
costs, and expenses described in this Section.
14. INSURANCE
Contractor shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit D attached hereto and
incorporated herein by this reference as though set forth in full.
15. INDEPENDENT CONTRACTOR
Contractor is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Contractor shall at all times be under Contractor’s exclusive direction and control.
Neither City nor any of its officers, employees, or agents shall have control over the
conduct of Contractor or any of Contractor’s officers, employees, or agents, except as
set forth in this Agreement. Contractor 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 the City. Contractor shall not incur or have the power to incur
any debt, obligation, or liability against City, or bind City in any manner.
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No employee benefits shall be available to Contractor in connection with the
performance of this Agreement. Except for the fees paid to Contractor as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Contractor
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Contractor for injury or sickness arising out of performing services
hereunder.
Contractor and Contractor’s personnel shall not supervise any of City’s
employees; and City’s employees shall not supervise Contractor’s personnel.
Contractor’s personnel shall not wear or display any City uniform, badge, identification
number, or other information identifying such individual as an employee of City; and
Contractor’s personnel shall not use any City e-mail address or City telephone number
in the performance of any of the Services under this Agreement. Contractor shall
acquire and maintain at its sole cost and expense such vehicles, equipment and
supplies as Contractor’s personnel require to perform any of the Services required by
this Agreement.
Contractor shall be responsible for and pay all wages, salaries, benefits and
other amounts due to Contractor’s personnel in connection with their performance of
any Services under this Agreement and as required by law. Contractor shall be
responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: Social Security taxes, other retirement or pension benefits,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance. Notwithstanding any other agency, State, or federal policy,
rule, regulation, statute or ordinance to the contrary, Contractor and its officers,
employees, agents, and subcontractors providing any of the services under this
Agreement shall not become entitled to, and hereby waive any claims to, any wages,
salaries, compensation, benefit or any incident of employment by City, including but not
limited to, eligibility to enroll in, or reinstate to membership in, the California Public
Employees Retirement System (“PERS”) or any other retirement program, as an
employee of City, and entitlement to any contribution to be paid by City for employer
contributions or employee contributions for PERS benefits or any other retirement
benefits.
To the maximum extent permitted by law, Contractor shall indemnify, defend and
hold harmless the City and other City Indemnitees (as defined in Section 12 herein),
from any and all liabilities, damages, claims, costs and expenses of any nature to the
extent arising from, caused by, or relating to Contractor’s violation of any provision of
this Section 14, or any of Contractor’s personnel practices. In addition to all other
remedies at law, City shall have the right to offset against the amount of any amounts
due to Contractor under this Agreement any amount due to City from Contractor as a
result of Contractor’s failure to promptly pay to City any reimbursement or
indemnification obligation arising under this Section. The duty of indemnification set
forth in this Section is in addition to all other indemnification provisions of this
Agreement.
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16. LEGAL RESPONSIBILITIES
The Contractor 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. The Contractor 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 E, and Occupational Safety and Health Administration laws and
regulations. The City, and its officers and employees, shall not be liable at law or in
equity occasioned by failure of the Contractor to comply with this Section.
17. ANTI DISCRIMINATION
Neither the Contractor, nor any subcontractor under the Contractor, shall
discriminate in employment of persons upon the work because of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression,
age, sexual orientation, or military and veteran status of such person; or any other basis
protected by applicable federal, state, or local laws, as provided in Section 12940 of the
Government Code.
18. UNDUE INFLUENCE
Contractor declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the
award, terms or implementation of this Agreement, including any method of coercion,
confidential financial arrangement, or financial inducement. No officer or employee of
the City will receive compensation, directly or indirectly from Contractor, or any officer,
employee or agent of Contractor, in connection with the award of this Agreement or any
work to be conducted as a result of this Agreement. Violation of this Section shall be a
material breach of this Agreement entitling the City to any and all remedies at law or in
equity.
19. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority or has responsibility with respect to the services
during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the services performed under this Agreement.
20. CONFLICT OF INTEREST
Contractor covenants that neither they nor any officer, principal, or employee of
their firm have any interests, nor shall they acquire any interest, directly or indirectly,
which will conflict in any manner or degree with the performance of their services
hereunder. Contractor further covenants that in the performance of this Agreement, they
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shall employ no person having such interest as an officer, employee, agent, or
subcontractor. Contractor further covenants that Contractor has not contracted with nor
is performing any services directly or indirectly, with the developer(s) and/or property
owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property
and/or processing an entitlement application for property in the City or its area of
interest, now or within the past one (1) year, and further covenants and agrees that
Contractor and/or its subcontractors shall provide no service or enter into any contract
with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s)
and/or public agency(ies) owning property and/or processing an entitlement application
for property in the City or its area of interest, while under contract with the City and for a
one (1) year time period following termination of this Agreement.
21. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service
or by deposit in the United States mail, certified or registered, return receipt requested,
with postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
323 Science Drive
Moorpark, California 93021
To: Laura Hendricks, CEO
First Transit, Inc.
720 E. Butterfield Road, Suite 300
Lombard, IL 60148
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
22. CHANGE IN NAME
Should a change be contemplated in the name or nature of the Contractor’s legal
entity, the Contractor shall first notify the City in order that proper steps may be taken to
have the change reflected in the Agreement documents.
23. ASSIGNMENT
Contractor shall not assign this Agreement or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that Contractor
is uniquely qualified to perform the services provided for in this Agreement.
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24. LICENSES
At all times during the term of this Agreement, Contractor shall have in full force
and effect, all licenses required of it by law for the performance of the services in this
Agreement.
25. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County,
California, and any action filed in any court or for arbitration for the interpretation,
enforcement or other action of the terms, conditions, or covenants referred to herein
shall be filed in the applicable court in Ventura County, California. The City and
Contractor understand and agree that the laws of the State of California shall govern the
rights, obligations, duties, and liabilities of the parties to this Agreement and also govern
the interpretation of this Agreement.
26. COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or
the declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled
to recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
27. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire
understanding between the parties relating to the obligations of the parties described in
this Agreement. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged into this Agreement and
shall be of no further force or effect. Each party is entering into this Agreement based
solely upon the representations set forth herein and upon each party’s own independent
investigation of any and all facts such party deems material.
Exhibit A (Contractor’s Cost Proposal), Exhibit B (Scope of Services), Exhibit C
(Moorpark City Transit Rules), Exhibit D (Insurance Requirements), Exhibit E (FTA
Requirements), Exhibit F (Non-Collusion Affidavit Form), Exhibit G (Lobbying
Certification), Exhibit H (Disadvantaged Business Enterprise), Exhibit I (Certification of
Primary Participant Regarding Debarment, Suspension, and Other Responsibility
Matters), Exhibit J (Federal Motor Vehicle Safety Standards), Exhibit K (Workers’
Compensation Insurance Certificate), Exhibit L (Vehicle Storage) and Exhibit M (List of
Subcontractors) are hereby incorporated and made a part of this Agreement.
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28. CAPTIONS OR HEADINGS
The captions and headings of the various Sections and Exhibits of this
Agreement are for convenience and identification only and shall not be deemed to limit
or define the content of the respective Sections and Exhibits hereof.
29. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
30. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally, and shall
not be interpreted against either party on the ground that the party prepared the
Agreement or caused it to be prepared.
31. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding unless executed in writing by the party making the waiver.
32. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of the Contractor
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Contractor and has the authority to bind Contractor to the performance of
obligations hereunder.
33. FORCE MAJEURE
In the event Contractor is unable to provide the transportation services as
specified in this Agreement because of any act of God, civil disturbance, fire, riot, war,
terrorism, picketing, strike, labor dispute, labor shortages, governmental action or any
other condition or cause beyond Contractor's control including but not limited to
pandemics and epidemics, City shall excuse Contractor from performance under this
Agreement. If said force majeure act causes the City to suspend or cancel
transportation services in whole or part for a period of time that reduces Contractor's
billable hours by fifteen percent (15%) for the fiscal year, then Contractor shall be
permitted to propose rate adjustments commensurately to cover increases or decreases
in cost structure for City review. Any approved rate adjustment shall be by amendment.
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34. CALIFORNIA CONSUMER PRIVACY ACT
City is a government entity or a not-for-profit entity and is not a "Business" as
defined by the California Consumer Privacy Act ("CCPA"). If City's status in such regard
changes, City shall provide Contractor prompt notice so that the parties may in good
faith negotiate an amendment that will address the parties' respective obligations under
the CCPA as to City as a Business and as to Contractor as a Service Provider. In the
event of any future privacy or other laws that create new compliance obligations for the
parties arising out of their relationship pursuant to the Services or Agreement(s), the
parties shall in good faith negotiate a further amendment that will address the parties'
respective obligations in connection therewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK FIRST TRANSIT, INC.
__________________________________ __________________________________
Troy Brown, City Manager Laura Hendricks, CEO
Attest:
__________________________________
Ky Spangler, City Clerk
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EXHIBIT A
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EXHIBIT B
SCOPE OF SERVICES
FOR ON DEMAND RIDESHARE PROGRAM
SECTION 1. INTRODUCTION
The services include the implementation of a three (3) year Pilot Mobility on Demand
rideshare project (Pilot project), with the option of extending the contract for up to two
(2) additional one (1) year extensions, based upon the Contractor’s successful
performance and available funding of this project. A turnkey solution is provided for in
this Scope of Services with further specificity provided in the schedules to this Exhibit
B.
The Pilot project is meant to serve the general population by providing shared rides.
The Pilot project is anticipated to be funded with Transportation Development Act (TDA)
Article 8c funds, Federal Transit Administration Section 5307 funds, and Traffic Systems
Management Funds that have been collected and are eligible to be spent on this type of
project.
The goals of the Pilot project are:
1. To expand mobility options within the City, including areas of the City not
currently serviced by fixed-route service.
2. To provide public transit service more effectively than the City’s current fixed-
route service.
3. To increase dependability of transit service for passengers, including passenger
knowledge of estimated time of arrival.
4. To reduce current fixed-route service hours to specific peak-performance hours
while on demand service provides service throughout the day.
The City envisions an easily scalable service model that integrates real-time, dynamic
operations technology and the “right-sizing” of vehicles based on demand. The
technology should enable a fully automated scheduling, dispatching, and reservation
system for a demand responsive transportation service.
The Objectives of the Pilot project are to:
• Test the impact of Mobility on Demand Rideshare Service through a short-term
project model.
• Better understand demand and willingness to use a rideshare service.
• Acquire data to allow for detailed analysis of service performance and
opportunities for improvements.
• Improve alternative transportation options compared to personal vehicles or
traditional single occupancy transportation networking companies through
competitive or reduced travel times, convenience, cost effectiveness and
improved overall trip experience.
• Reduce congestion and improve traffic flow by reducing vehicles on the road.
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SECTION 2. REQUIREMENTS
Turnkey solution provided through a single contract to include the following items:
• Real-time, dynamic service.
• Use of the City-provided software application/platform necessary for scheduling,
dispatch, user interface, and data collection.
• Vehicles – owned or leased by vendor, including wheelchair accessible vehicles.
Minimum of two (2) vehicles dedicated to the City’s service area, wrapped with a
mutually agreed upon design that indicates the vehicles are for Moorpark City
Transit (City to provide the vehicle wrap). At least one (1) vehicle shall be
wheelchair accessible. A back-up wheelchair accessible vehicle must be
available if the primary wheelchair accessible vehicle is down for service (routine
or extraordinary). The back-up wheelchair accessible vehicle does not need to
be wrapped to match the other vehicles.
• Operators.
• Operation of service.
• Customer service during the hours of operation.
• Storage of vehicles.
• Maintenance of vehicles.
• Day/time of service (Monday through Friday, 6:00 a.m. to 6:00 p.m. except on
City holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Christmas Day).
• The pickup time goal for a passenger is 15 minutes from the time that a trip is
requested, including for passengers with a mobility device. Pickup times may
vary depending on peak demand of service.
• Customer service must be available during all hours when service is operational
(Spanish speakers should also be available).
• Ability to request a wheelchair/mobility device accessible vehicle on-demand.
SECTION 3. SERVICE PLAN
Proposed service plan is included as Schedules to this Exhibit B and shall include
provisions for service Monday through Friday, except for designated holidays (currently
New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
Christmas Day).
The number of vehicles running may be scaled based on anticipated demand during the
day (i.e. more vehicles available during peak-demand, fewer vehicles available during
off-peak times. The pickup time goal for a passenger is 15 minutes from the time that a
trip is requested, including for passengers with a mobility device. A maximum of three
(3) vehicles will be in service, which the City recognizes may impact the actual pickup
time for passengers. Contractor may propose pricing for additional service vehicles that
the City may select the option of requesting.
SECTION 4. WORK PLAN (Not applicable)
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SECTION 5. PROJECT MANAGEMENT
Project Management will be a continuous function and a key responsibility of the
Contractor. Contractor’s Project Manager assigned to the Pilot project shall have the
authority to make commitments and decisions that are binding on the Contractor and
any subcontractors. The City’s Project Manager shall be the City Manager or his
designee (References to the City Manager in this Scope of Services shall be interpreted
to also include, “…or City Manager’s designee”). All communications between the City
and the Contractor shall be coordinated through their respective Project Managers. In
the area of Project Management, the Contractor shall:
• Maintain and update the work plan as approved by City’s Project Manager.
• Develop and maintain an overall project schedule to ensure milestones are met
in an efficient manner.
• Oversee subcontractor’s (if any) activity. Contractor’s Project Manager will
ensure that individuals performing tasks have appropriate skill levels and
credentials.
• Coordinate all required deliverables, including, Pilot operations, vehicle
acquisition, installation and configuration of software and hardware,
documentation and training, and/or performance monitoring and reporting, per
the final contract agreement.
• Be available and responsive to requests for information, inspections or meetings
related to third party oversight. As much as possible, these items will be
scheduled ahead of time; however, time-sensitive issues may arise.
SECTION 6. PERFORMANCE MONITORING AND REPORTING
Contractor shall provide regular reporting, as follows:
6.1 Provide Bi-Weekly Staff Briefings: Contractor shall provide bi-weekly briefings to
City Project Manager on completed tasks, deliverables, and all issues resolved
during the two-week period, with an explanation and new data for unmet tasks
and deliverables. The briefing will also provide a forecast of activities and
expected deliverables for the upcoming one-month period. The bi-weekly
briefing shall contain, at a minimum:
• Summary of work completed to-date
• Updates to Project Schedule
• Status of Pilot and Deliverables
• Activities and expected deliverables for the upcoming month
• Issues for resolution
6.2 Performance Reports & Service Adaptation Plans (SAP): Performance reports
will be generated by the City’s designated software provider.
6.3 Performance Evaluation Reports: Performance evaluation reports will be
generated by the City’s designated software provider.
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6.4 Report Content: City’s designated software provider shall be responsible for
report content.
6.5 Service Adaptation Plan (SAP): If circumstances arise that merit modifications to
the Pilot service operations, a SAP must be coordinated with City Project
Manager.
SECTION 7. FINALIZE PILOT SERVICE PLAN
Contractor shall coordinate with City Project Manager, City’s designated software
provider, and staff to refine and approve the Pilot project plan, including specific stops,
routes (if necessary), schedules, service coverage areas, and cost structure (including
potential subsidization). Field visits should be made to assess all proposed stop
locations for safety, ADA access, and existing shelters and amenities.
SECTION 8. FARE STRUCTURE
City shall establish the fare structure. Fares collected by drivers (instead of through the
software application) shall be recorded and deducted from Contractor’s monthly invoice.
SECTION 9. SOFTWARE, HARDWARE & EQUIPMENT PLANNING
City’s contracted software provider shall provide to Contractor all software design,
installation, training, and technical assistance, hardware and equipment required to
deploy and manage the Pilot project.
9.1 Technology Platform Characteristics and Documentation: City envisions a
technology platform that can be used to, in real time, aggregate riders traveling
from multiple origins to multiple destinations in an exceptionally efficient way that
optimizes the balance between maximizing vehicle utilization across the fleet and
maintaining excellent quality of customer experience.
The platform shall support fully automated scheduling, dispatch, and
reservations, allowing passengers to book trips in real-time via phone, internet,
and mobile application. The administrative interface shall allow for real time
monitoring and assessment of schedule adherence, vehicle locations, vehicle
breakdowns, and operator performance. It shall be accessible via standard web
browsers and from any commonly used internet - enabled device and should
provide options to generate reports and extract operational data for analysis. At a
minimum, software will also be fully-compliant with federal accessibility
requirements related to website design and usage.
9.2 Hardware, Equipment & Vehicles: Contractor shall utilize City-provided hardware
and software required to deploy the Pilot service specific to scheduling trips and
tracking vehicles. If transfer of equipment between vehicles is required, it should
be a well-documented and easy to follow process.
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9.3 Vehicle Acquisition & Operations Plans: Contractor shall supply and maintain all
necessary vehicles for the Pilot service. If Contractor does not own the
necessary vehicles for the Rideshare Service as determined in the Service
Model, vehicle acquisition by way of purchase, leasing, or other agreement will
be required by the Contractor. Contractor shall work with City to develop a
vehicle acquisition plan that clearly outlines the fleet size, type, fixed and
variables costs, operations and maintenance needs and the City desired vehicles
that accommodate limited mobility users and bicycle storage, as feasible. City
envisions the core vehicle fleet shall have a seating capacity of eight (8) to twelve
(12) passengers per vehicle. The ADA accessible vehicle(s) shall have at
minimum capacity for one (1) mobility device (wheelchair/scooter) but preferably
two (2) mobility devices. City’s preference is for a low-floor access vehicle for
mobility devices versus lift-style. Vehicles used in the performance of this
Agreement shall be no more than five (5) years old and/or have no more than
150,000 miles during any time during the initial term or subsequent renewals of
this Agreement. Vehicle registration and vehicle identification numbers will serve
as proof of age. Vehicles must meet all EPA standards. Proposer must specify
the number of wheelchair-accessible vehicles needed to successfully implement
the Pilot project. All such vehicles must meet ADA (49 CFR Parts 37 and 38)
standards. See Section 18 “VEHICLES” for additional vehicle requirements.
9.4 Software and Hardware Installation Plan: Contractor shall coordinate with the
City Project Manager for installation of the City-provided scheduling software and
hardware.
9.5 Vehicle Operations: Contractor is responsible for ensuring that all relevant
federal, state, and local regulations are complied with, including trainings,
certification, and/or licensure, as needed.
SECTION 10. INSTALL & IMPLEMENT SOFTWARE AND HARDWARE
COMPONENTS
Contractor shall be required to install and implement City-provided software and
hardware components used for the purpose of trip scheduling and vehicle tracking.
SECTION 11. SYSTEM & USER TRAINING
City’s contracted software provider shall provide system and user training to the
Contractor.
SECTION 12. TECHNICAL SUPPORT
City’s contracted software provider shall provide technical support to the Contractor.
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SECTION 13. CUSTOMER SERVICE
Customer service shall be available to riders anytime the Pilot project is in operation.
City expects this service as part of the overall turnkey approach and will not have staff
available to respond to customer service requests.
• Riders shall have immediate access to customer service assistance via mobile
application, internet, or phone call at any point in time when service is in
operation.
• Customer service concerns related to safety shall be addressed immediately and
reported to City within two (2) hours.
• City shall have access to all customer service comments, questions, requests or
complaints and Contractor’s responses thereto.
SECTION 14. PILOT DEPLOYMENT PLAN
Contractor shall coordinate with the City and the City’s contracted software provider to
implement the pilot deployment plan.
SECTION 15. MARKETING & PROMOTIONS PLAN & IMPLEMENTATION (Not
applicable)
SECTION 16. CONTACT INFORMATION
Contractor shall provide the City with emergency and after hours contact telephone
numbers and mobile phones for the Project Manager and other key personnel that the
City may use as necessary to communicate with the Contractor after normal working
hours.
SECTION 17. VEHICLE COMMUNICATION
The Contractor shall provide to the vehicles the necessary communication equipment to
allow for communication between the driver and the Contractor's maintenance facility.
The Contractor shall notify the City, at the first available opportunity, of any vehicle
breakdowns or other problems that may cause schedule delays.
SECTION 18. VEHICLES
Contractor shall adhere to the following maintenance and vehicle requirements:
18.1 Maintenance Facility: Contractor shall provide and maintain an appropriate fixed
maintenance facility. The facility shall be equipped with all tools and equipment
necessary for maintenance of·vehicles in accordance with this Agreement.
18.2 Daily Maintenance: Contractor shall perform daily vehicle servicing on all
vehicles under this Agreement. For purposes of this Agreement, daily servicing
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shall include, but not be limited to: fueling; check/add engine oil, coolant, water,
and transmission fluid; farebox vault pulling and replacement; wheelchair lift
check; brake check; light and flasher check; and checking all vehicle
performance defects reported by drivers to identify potential safety and reliability
items requiring immediate attention. The Contractor shall develop, implement
and maintain a written checklist of items included in the daily servicing of the
vehicles. The checklist shall be utilized and kept on file for City and California
Highway Patrol (CHP) review at any time during regular business hours. The
checklist requirement may incorporate or supplement CHP required driver's pre-
trip safety inspections.
18.3 Vehicle Cleaning: Contractor shall maintain all vehicles in a clean and neat
condition at all times.
18.4 Preventive Maintenance: Contractor shall develop and implement a preventive
maintenance program. At a minimum, the Contractor'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 of the vehicles. Adherence to
preventive maintenance schedules shall not be regarded as reasonable cause
for deferred maintenance in specific instances where the Contractor's employees
observe that maintenance is needed in advance of schedule.
The Contractor shall not defer maintenance for any reason without the prior
written consent of the City. The Contractor shall adjust the work schedule of its
employees as necessary to meet all scheduled services and complete preventive
maintenance activities according to the schedule. All parts used for preventive
maintenance shall be new and meet manufacturer's specifications.
The City, at its own expense, may inspect the vehicle(s) to ensure that regular
preventive maintenance is being performed.
18.5 Vehicle Repairs: All repairs to the vehicles shall be performed by the Contractor
or by other qualified vendors and suppliers at no additional expense to the City.
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. The Contractor shall perform repair work expeditiously in
response to identification of problems by drivers or other staff members. The
Contractor shall assure the City that required repairs shall not be deferred
beyond a reasonable time.
The Contractor shall be familiar with vehicles and equipment warranties and shall
comply with all warranty provisions in the conduct of maintenance.
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18.6 Vehicle Towing: In the event that towing of a vehicle is required due to
mechanical failure or damage, the Contractor shall be responsible to provide
such towing at the Contractor's sole expense.
18.7 Maintenance Records and Reports: The Contractor shall prepare, maintain, and
make available to the City, the CHP and/or such other regulatory agencies with
jurisdiction, records and data relative to vehicle maintenance. Maintenance
records shall be maintained 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 to fulfill
any applicable state or federal requirements, as well as any needs of the City to
enable it to evaluate accurately the Contractor's maintenance performance and
the operating expense associated with the services provided under this
Agreement.
The City 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 the Contractor of the obligation to
monitor continually the condition of all vehicles and to identify and correct all
substandard or unsafe conditions immediately upon discovery.
SECTION 19. DRIVERS
19.1 Licenses: Drivers are required to possess a valid California Class “B” driver
license for the operation of the type of vehicles to be used by that respective
driver. The Contractor shall provide thorough training for all drivers for the proper
performance of their duties. Drivers shall also be thoroughly trained on the use
of all equipment required under this Agreement, including the Contractor's
backup vehicles.
19.2. Driver Duties: At a minimum, drivers shall be required to: wear an approved
uniform of clean and neat appearance, be helpful and courteous, ensure that
fares are collected and deposited in the farebox, assist senior citizens and
passengers with disabilities, refuse rides to unruly passengers, stay on schedule,
obey all traffic laws, and enforce all City Transit Passenger Rules (Exhibit M).
Drivers shall not smoke in the vehicles or allow passengers to do the same.
19.3 Driver as Employee: City shall have the right, contingent upon the Contractor's
personnel policy guidelines, to ask for the temporary or permanent removal of
any driver furnished by Contractor for any reasonable cause (not to be construed
as requesting removal from Contractor's employment or as a means of
controlling the means and methods by which Contractor provides these
services). Contractor shall submit a copy of its current personnel policy
guidelines with this Agreement and any amendments thereto. All drivers shall be
employees of Contractor and Contractor shall be solely responsible for payment
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of all employees' wages and benefits. Drivers shall not be permitted to be
independent contractors. Contractor, without any expense to City, shall faithfully
comply with the requirements of all applicable laws with respect to employee
liability, workers’ compensation, unemployment insurance and other forms of
social security. Contractor shall also be responsible for withholding of income tax
at its source from employees’ wages and, furthermore, the Contractor shall
indemnify and hold harmless the City and the State of California from any liability,
damages, claims, costs, and expenses of any nature arising from alleged
violation of such laws.
19.4 Driver Training: Contractor shall provide thorough training for all drivers for the
proper performance of their duties. Contractor must have a training program
encompassing the National Safety Council Defensive Driving Course. This
program should also address the transportation of the elderly and mobility
impaired. All new employees shall receive proper training and instruction at the
time of hiring and prior to being assigned to the service. This training program
must be submitted to City for review and approval by the City prior to beginning
service.
19.5 Driver Testing: The Contractor shall require pre-employment medical
examinations, including drug and alcohol testing, for all prospective drivers and
other safety sensitive employees of the Contractor. Any person who has not
successfully passed such an examination shall not be permitted to operate a
vehicle in any service performed under Agreement to the City. Additionally, the
Contractor must have an anti-drug program established for employees under the
congressionally mandated Drug-Free Workplace Act. The required anti-drug
program would include, in addition to the pre-employment testing, testing after an
accident, when there is reasonable cause, periodically, every two (2) years upon
receipt or renewal of the Department of Motor Vehicles Medical Examiner's
Certificate, and before returning to duty to perform sensitive safety functions after
a positive drug test.
The Contractor shall comply with the Congressionally Mandated Drug-Free
Workplace Act of 1988, by providing certification that (a) the drug free workplace
actions shall be implemented, and (b) those actions are being/have been
implemented.
SECTION 20. DRUG AND ALCOHOL TESTING
20.1 Drug and Alcohol Testing: The Contractor agrees to establish and implement a
drug and alcohol testing program that complies with 49 CFR Part 655, produce
any documentation necessary to establish its compliance with Part 655, and
permit any authorized representative of the United States Department of
Transportation or its operating administrations, the State Oversight Agency of
California or City, to inspect the facilities and records associated with the
implantation of the drug and alcohol testing program as required under 49 CFR
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Part 655 and review the testing process. The Contractor agrees further to certify
annually its compliance with Part 655 before February 15 and to submit the
Management Information System (MIS) reports before February 15 to the City’s
Project Manager. To certify compliance the Contractor shall use the “Substance
Abuse Certifications” in the “Annual List of Certifications and Assurances for
Federal Transit Administration Grants and Cooperative Agreements,” which is
published annually in the Federal Register.
20.2 Information about Program: Contractor shall submit to City upon execution of an
Agreement, copies of its employee handbook and substance abuse policy as well
as all training guides no later than thirty (30) days after Agreement start date.
SECTION 21. NATIONAL TRANSIT DATABASE REPORTING REQUIREMENTS
The Federal Transit Administration (FTA) requires the City to submit reports to the
National Transit Database (NTD). The Contractor shall assist the City in completing all
NTD reports by providing the following data when requested:
• Number of passengers (tracked using the City’s contracted software).
• Vehicle revenue hours.
• Vehicle revenue miles.
• Fare collected (tracked using the City’s contracted software).
• Total vehicle miles for each vehicle (with beginning mileage as of July 1, or the
first day of operation, and ending mileage as of June 30).
The reporting requirements may change at any time, subject to determination of NTD.
Contractor will be required to provide any and all information that NTD requests.
SECTION 22. SPECIAL SERVICES
From time to time the City may wish to expand the hours or the days of services to the
community. With twenty-four (24) hours written notice, Contractor shall provide the
special service using the Agreement vehicles, at the regular hourly rate.
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EXHIBIT C
MOORPARK CITY TRANSIT RULES
1. No eating, drinking, smoking, loud noise, or animals (other than service animals)
are permitted in the vehicle.
2. Passengers must have exact change.
3. California Civil Code Section 2186 and California Penal Code Section 640 shall
be enforced.
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EXHIBIT D
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Contractor will maintain
insurance in conformance with the requirements set forth below. Contractor will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Contractor agrees to amend, supplement or endorse
the existing coverage to do so. Contractor acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required.
Contractor 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 the exact equivalent. 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 $2,000,000 per occurrence for all covered losses and no less than
$4,000,000 general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $15,000,000 per accident. If Contractor owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Contractor or Contractor’s employees will use personal autos
in any way on this project, Contractor 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.
Contractor shall procure and maintain Sexual Abuse/Molestation Liability coverage with
limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate.
Coverage may be provided as part of Commercial General Liability coverage,
Professional Liability coverage, or as a separate policy.
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 the City for injury to
employees of Contractor, subcontractors or others involved in the Work. The scope of
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coverage provided is subject to approval by the City following receipt of proof of
insurance as required herein. Limits are subject to review but in no event less than
$2,000,000 aggregate.
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. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Contractor.
Contractor and the City agree to the following with respect to insurance provided by
Contractor:
1. Contractor agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 and CG
2037 with edition acceptable to the City. Contractor also agrees to require all
contractors and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contractor, or Contractor’s employees, or agents, from waiving the right
to subrogation prior to a loss. Contractor agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operation limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City 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 the City, as the need arises. Contractor shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period) that may affect the City’s protection without the
City’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
endorsement to Contractor’s general liability policy, shall be delivered to city at or
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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 coverage is provided, the City 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 the City shall be charged to and promptly paid by Contractor
or deducted from sums due Contractor, at the City’s option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City
of any cancellation or reduction of coverage. Contractor agrees to require its
insurer to modify such certificates to delete any exculpatory wording stating that
failure of the insurer to mail written notice of cancellation or reduction of coverage
imposes no obligation, or that any party will “endeavor” (as opposed to being
required) to comply with the requirements of the certificate.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Contractor 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 the City.
10. Contractor agrees to ensure that subcontractors, and any other party involved
with the Work who is brought onto or involved in the Work by Contractor, provide
the same minimum insurance required of Contractor. Contractor agrees to
monitor and review all such coverage and assumes all responsibility for ensuring
that such coverage is provided in conformity with the requirements of this
section. Contractor agrees that upon request, all agreements with subcontractors
and others engaged in the Work will be submitted to the City for review.
11. Contractor agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer, or other
entity or person in any way involved in the performance of Work contemplated by
this Agreement to self-insure its obligations to the City. If Contractor’s existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time, the City shall review
options with the Contractor, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
12. The City reserves the right at any time during the term of the Agreement to
change the amounts and types of insurance required by giving the Contractor 90
days advance written notice of such change. If such change results in substantial
additional cost to the Contractor, the City will negotiate additional compensation
proportional to the increased benefit to the City.
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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. Contractor acknowledges and agrees that any actual or alleged failure on the
part of the City to inform Contractor of non-compliance with an insurance
requirement in no way imposes any additional obligations to the City nor does it
waive any rights hereunder in this or any other regard.
15. Contractor will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
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
the City executes a written statement to that effect.
16. Contractor 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 Contractor’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
the City within five days of the expiration of coverage.
17. The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Contractor under this Agreement. Contractor expressly agrees not
to use any statutory immunity defenses under such laws with respect to the City,
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.
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21. Contractor 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 the City or
Contractor for the cost of additional insurance coverage required by this
Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against the City for payment
of premiums or other amounts with respect thereto.
22. Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the work performed under this Agreement. The City
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 the City.
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EXHIBIT E
FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS
1. Drug and Alcohol Testing
The Contractor agrees to establish and implement a drug and alcohol testing program
that complies with 49 Code of Federal Regulations (CFR) Part 655, produce any
documentation necessary to establish its compliance with Part 655, and permit any
authorized representative of the United States Department of Transportation (DOT) or
its operating administrations, the State Oversight Agency of California or City, to inspect
the facilities and records associated with the implantation of the drug and alcohol testing
program as required under 49 CFR Part 655 and review the testing process. The
Contractor agrees further to certify annually its compliance with Part 655 before
February 15 and to submit the Management Information System (MIS) reports before
February 15 to the City’s Project Manager. To certify compliance the Contractor shall
use the “Substance Abuse Certifications” in the “Annual List of Certifications and
Assurances for Federal Transit Administration Grants and Cooperative Agreements,”
which is published annually in the Federal Register.
2. Access to Records
The Contractor agrees to the following access to records requirements:
a. To provide City, the FTA Administrator, the Comptroller General of the United
States or any of their authorized representatives access to any books,
documents, papers and records of the Contractor which are directly pertinent to
this contract for the purposes of making audits, examinations, excerpts and
transcriptions. Contractor also agrees, pursuant to 49 CFR 633.17 to provide the
FTA Administrator or his authorized representatives including any PMO
Contractor access to Contractor's records and construction sites pertaining to a
major capital project, defined at 49 United States Code (USC) 5302(a)1, which is
receiving federal financial assistance through the programs described at 49 USC
5307, 5309 or 5311.
b. To make available in the case of a contract for a capital project or improvement,
as defined above and awarded by other than competitive bidding in accordance
with 49 USC 5325(a), records related to the contract to City, the Secretary of
Transportation and the Comptroller General or any authorized officer or
employee of any of them for the purposes of conducting an audit and inspection.
c. To maintain all books, records, accounts and reports required under this contract
for a period of not less than three years after the date of termination or expiration
of this contract, except in the event of litigation or settlement of claims arising
from the performance of this contract, in which case Contractor agrees to
maintain same until City, the FTA Administrator, the Comptroller General, or any
of their duly authorized representatives, have disposed of all such litigation,
appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).
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d. To permit any of the foregoing parties to reproduce by any means whatsoever or
to copy excerpts and transcriptions as reasonably needed.
3. Clean Water
a. The Contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Federal Water Pollution Control Act, as
amended, 33 USC Sections 1251 et seq. The Contractor agrees to report each
violation to the City and understands and agrees that the City shall, in turn, report
each violation as required to assure notification to FTA and the appropriate
Environmental Protection Agency (EPA) Regional Office.
b. The Contractor further agrees that:
1. It will not use any violating facilities;
2. It will report the use of facilities placed on or likely to be placed on the EPA
“List of Violating Facilities”;
3. It will report violations of use of prohibited facilities to FTA ; and
4. It will comply with the inspection and other requirements of the Clean Air Act,
as amended, (42 USC Sections 7401 – 7671q); and the Federal Water
Pollution Control Act as amended, (33 USC Sections 1251-1387).
The Contractor also agrees to include these requirements in each subcontract
exceeding $150,000 financed in whole or in part with Federal assistance by FTA if the
subcontract includes services for Moorpark.
4. Civil Rights
The following requirements apply to the underlying Agreement:
a. Nondiscrimination – In accordance with Title VI of the Civil Rights Act, as
amended, 42 USC Section 2000d, section 303 of the Age Discrimination Act of
1975, as amended, 42 USC Section 6102, section 202 of the Americans with
Disabilities Act of 1990, 42 USC Section 12132, and Federal transit law at 49
USC Section 5332 and 49 CFR part 21, the Contractor agrees that it will not
discriminate against any employee or applicant for employment because of race,
color, creed, national origin, sex, age, or disability. In addition, the Contractor
agrees to comply with applicable Federal implementing regulations and other
implementing requirements FTA may issue.
b. Equal Employment Opportunity – The following equal employment opportunity
requirements apply to the underlying Agreement:
1. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the
Civil Rights Act, as amended, 42 USC Section 2000e, and Federal transit
laws at 49 USC Section 5332, the Contractor agrees to comply with all
applicable equal employment opportunity requirements of U.S. Department of
Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor," 41 CFR
Parts 60 et seq., (which implement Executive Order No. 11246, "Equal
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Employment Opportunity," as amended by Executive Order No. 11375,
"Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 USC Section 2000e note), and with any applicable Federal
statutes, executive orders, regulations, and Federal policies that may in the
future affect construction activities undertaken in the course of the Project.
The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard
to their race, color, creed, national origin, sex, or age. Such action shall
include, but not be limited to, the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
2. Age - In accordance with section 4 of the Age Discrimination in Employment
Act of 1967, as amended, 29 USC Sections 623, Federal transit law at 49
USC Section 5332, the Equal Employment Opportunity Commission (U.S.
EEOC) regulations, “Age Discrimination in Employment Act,” 29 CFR part
1625, the Age Discrimination Act of 1975, as amended, 42 USC Section 6101
et seq., U.S. Health and Human Services regulations, “Nondiscrimination on
the Basis of Age in Programs or Activities Receiving Federal Financial
Assistance,” 45 CFR part 90, the Contractor agrees to refrain from
discrimination against present and prospective employees for reason of age.
In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.
3. Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973,
as amended, 29 USC Section 794, the Americans with Disabilities Act of
1990, as amended, 42 USC Section 12101 et seq., the Architectural Barriers
Act of 1968, as amended, 42 USC Section 4151 et seq., and Federal transit
law at 49 USC Section 5332, the Contractor agrees that it will not discriminate
against individuals on the basis of disability, and that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission,
"Regulations to Implement the Equal Employment Provisions of the
Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment
of persons with disabilities. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
c. The Contractor also agrees to include these requirements in each subcontract
financed in whole or in part with Federal assistance provided by FTA, modified
only if necessary to identify the affected parties.
5. Energy Conservation
The Contractor agrees to comply with 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.
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6. Clean Air
a. The Contractor 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. The Contractor agrees to report each violation to the City and
understands and agrees that the City shall, in turn, report each violation as
required to assure notification to FTA and the appropriate EPA Regional Office.
b. The Contractor further agrees that:
1. It will not use any violating facilities;
2. It will report the use of facilities placed on or likely to be placed on the U.S.
EPA “List of Violating Facilities;”
3. It will report violations of use of prohibited facilities to FTA; and
4. It will comply with the inspection and other requirements of the Clean Air Act,
as amended, (42 USC Sections 7401 – 7671q); and the Federal Water
Pollution Control Act as amended, (33 USC Sections 1251-1387)
7. Contract Work Hours and Safety Standards Act (CWHSSA)
a. Overtime Requirements: No Contractor or subcontractor contracting for any part
of the Agreement work which may require or involve the employment of laborers
or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work to work in excess of forty
hours in such workweek unless such laborer or mechanic receives compensation
at a rate not less than one and one-half times the basic rate of pay for all hours
worked in excess of forty hours in such workweek.
b. Violation; Liability for Unpaid Wages; Liquidated Damages: In the event of any
violation of the clause set forth in paragraph (a) of this section the Contractor and
any subcontractor responsible therefore shall be liable for the unpaid wages. In
addition, such Contractor and subcontractor shall be liable to the United States
for liquidated damages. Such liquidated damages shall be computed with respect
to each individual laborer or mechanic, including watchmen and guards,
employed in violation of the clause set forth in paragraph (a) of this section, in the
sum of $10 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in paragraph (a)
of this section.
c. Withholding for Unpaid Wages and Liquidated Damages: City shall upon its own
action or upon written request of an authorized representative of the Department
of Labor withhold or cause to be withheld, from any moneys payable on account
of work performed by the Contractor or subcontractor under any such contract or
any other Federal contract with the same prime Contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime Contractor, such sums as may
be determined to be necessary to satisfy any liabilities of such Contractor or
subcontractor for unpaid wages and liquidated damages as provided in the
clause set forth in paragraph (b) of this section.
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d. The Contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraphs (a) through (d) of this section and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime
Contractor shall be responsible for compliance by any subcontractor or lower tier
subcontractor with the clauses set forth in paragraphs (a) through (d) of this
section.
8. No Obligation by the Federal Government
City and Contractor 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 the City, Contractor, or any other party (whether or not a party to that
Agreement) pertaining to any matter resulting from the underlying Agreement.
The Contractor 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.
9. Program Fraud and False or Fraudulent Statements or Related Acts
The contractor acknowledges that the provisions of the Program Fraud Civil Remedies
Act of 1986, as amended, 31 USC Section 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, the Contractor 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, the Contractor 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 the Contractor to the extent the Federal
Government deems appropriate.
The Contractor 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 the Contractor, to the extent the
Federal Government deems appropriate.
The Contractor 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
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clauses shall not be modified, except to identify the subcontractor who will be subject to
the provisions.
10. 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
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. The Contractor shall not
perform any act, fail to perform any act or refuse to comply with any requests of City
which would cause City to be in violation of the FTA terms and conditions.
11. Contracts Involving Federal Privacy Act Requirements
The following requirements apply to the Contractor and its employees that administer
any system of records on behalf of the Federal Government under any contract:
a. The Contractor 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, the
Contractor agrees to obtain the express consent of the Federal Government
before the City or its employees operate a system of records on behalf of the
Federal Government. The Contractor 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. The Contractor 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. The Contractor 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, the Contractor 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. The Contractor
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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.
d. The Contractor 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.
12. Federal Changes
The Contractor 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, the
Contractor shall be entitled to submit a claim for an equitable adjustment under the
applicable provisions of this Agreement.
13. Disadvantaged Business Enterprises (DBE) Participation Goal
a. General DBE Requirements: In accordance with Federal financial assistance
agreements with the U.S. Department of Transportation (U.S. DOT), City has
adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in
conformance with Title 49 CFR Part 26, “Participation by Disadvantaged
Business Enterprises in Department of Transportation Programs” (the
“Regulations”). This Agreement is subject to these stipulated regulations. In order
to ensure that the City achieves its overall DBE Program goals and objectives,
the City encourages the participation of DBEs as defined in 49 CFR 26 in the
performance of contracts financed in whole or in part with U.S. DOT funds.
It is the policy of the City to:
1. Ensure nondiscrimination in the award and administration of DOT-assisted
contracts;
2. Create a level playing field on which DBE’s can compete fairly for DOT-
assisted contracts;
3. Ensure that the DBE program is narrowly tailored in accordance with
applicable law;
4. Ensure that only firms that fully meet 49 CFR part 26 eligibility standards are
permitted to participate as DBE’s;
5. Help remove barriers to the participation of DBEs in DOT assisted contracts;
6. To promote the use of DBEs in all types of federally assisted contracts and
procurement activities; and
7. Assist in the development of firms that can compete successfully in the
marketplace outside the DBE program.
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b. Discrimination: Contractor shall not discriminate on the basis of race, color,
national origin, or sex in the award and performance of subcontracts. Any terms
used herein that is defined in 49 CFR Part 26, or elsewhere in the Regulations,
shall have the meaning set forth in the Regulations.
c. City’s Race-Neutral DBE Program: A race-neutral DBE Program is one that,
while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a
race-neutral DBE Program, the City does not establish numeric race-conscious
DBE participation goals on its DOT-assisted contracts. There is no DBE goal on
this Project.
d. Contractor’s Assurance Clause Regarding Non-Discrimination: In compliance
with State and Federal anti-discrimination laws, Contractor affirms that it will not
exclude or discriminate on the basis of race, color, national origin, or sex in
consideration of contract award opportunities. Further, Contractor affirms that it
will consider, and utilize subcontractors and vendors, in a manner consistent with
non-discrimination objectives.
e. Violations: Failure by Contractor to carry out these requirements shall be a
material breach of the Agreement, which may result in the termination of the
Agreement or such other remedy as the recipient deems appropriate, which may
include, but is not limited to:
1. Withholding monthly progress payments;
2. Assessing sanctions; and/or
3. Disqualifying the Contractor from future bidding as non-responsible 49
CFR Section 26.13(b).
f. No later than thirty (30) working days after receiving payment of retention from
City for work satisfactorily performed by any of its subcontractors for services
rendered arising out of or related to this Agreement, Contractor shall make full
payment to its subcontractors of all compensation due and owing under the
relevant subcontract agreement, unless excused by City for good cause pursuant
to provisions of Section 13.i below.
g. No later than thirty (30) working days after receiving payment of retention from
City for work satisfactorily performed by any of its subcontractors for services
rendered arising out of or related to this Agreement, Contractor shall also make
full payment to its subcontractors of all retentions withheld by it pursuant to the
relevant subcontract agreement, unless excused by City for good cause pursuant
to provisions of Section 13.i below.
h. There shall be no substitution of any DBE subcontractors subsequent to award of
this Agreement without the written approval of the City’s DBE Officer.
i. Contractor may only delay or postpone any payment obligation (or retention) to
any of its subcontractors for services rendered arising out of or related to this
Agreement where, in City’s sole estimation, good cause exists for such a delay or
postponement. All such determinations on City’s part that good cause exists for
the delay or postponement of Contractor’s payment obligation to its
subcontractor must be made prior to the time when payment to the subcontractor
would have been otherwise due by Contractor.
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14. Federal, State and Local Laws
Contractor warrants that in the performance of this Agreement it shall comply with all
applicable federal, state and local laws, statutes and ordinances and all lawful orders,
rules and regulations promulgated there under. If this Agreement is funded with federal
funds, the Contractor shall also comply with applicable Federal Transit Administration
(FTA) directives. Since laws, regulations, directives, etc. may be modified from time-to-
time, the Contractor shall be responsible for compliance as modifications are
implemented. The Contractor’s failure to comply shall constitute a material breach of
this Agreement.
15. ADA Access Requirements
The Contractor shall comply with all applicable requirements of the Americans with
Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the
Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d).
16. Recycled Products
Recovered Materials - The Contractor agrees to comply with all the requirements of
Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended
(42 USC 6962), including but not limited to the regulatory provisions of 40 CFR Part
247, and Executive Order 12873, as they apply to the procurement of the items
designated in Subpart B of 40 CFR Part 247.
17. Suspension and Debarment
a. The Contractor shall comply and facilitate compliance with U.S. DOT regulations,
“Nonprocurement Suspension and Debarment,” 2 CFR part 1200, which adopts
and supplements the U.S. Office of Management and Budget (U.S. OMB)
“Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement),” 2 CFR part 180. The Contractor shall verify that its
principals, affiliates, and subcontractors are eligible to participate in this federally
funded contract and are not presently declared by any Federal department or
agency to be:
1. Debarred from participation in any federally assisted Award;
2. Suspended from participation in any federally assisted Award;
3. Proposed for debarment from participation in any federally assisted Award;
4. Declared ineligible to participate in any federally assisted Award;
5. Voluntarily excluded from participation in any federally assisted Award; or
6. Disqualified from participation in ay federally assisted Award.
b. By signing and submitting its proposal or Agreement, Proposer certifies as
follows:
The certification in this clause is a material representation of fact relied upon by
City. If it is later determined by City that the Proposer knowingly rendered an
erroneous certification, in addition to remedies available to City, the Federal
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Government may pursue available remedies, including but not limited to
suspension and/or debarment. The Proposer agrees to comply with the
requirements of 2 CFR part 180, subpart C, as supplemented by 2 CFR part
1200, while this offer is valid and throughout the period of any contract that may
arise from this offer. The Proposer further agrees to include a provision requiring
such compliance in its lower tier covered transactions.
c. These provisions apply to each contract at any tier of $25,000 or more, and to
each contract at any tier for a federally required audit (irrespective of the contract
amount), and to each contract at any tier that must be approved by an FTA
official irrespective of the contract amount.
18. Disputes
a. Except as otherwise provided in this Agreement, any dispute concerning a
question of fact arising under this Agreement which is not disposed of by
supplemental agreement shall be decided by the Public Works Director, who
shall reduce the decision to writing and mail or otherwise furnish a copy thereof
to the Contractor. The decision of the Public Works Director shall be final and
conclusive unless, within thirty (30) days from the date of receipt of such copy,
Contractor mails or otherwise furnishes to the Public Works Director a written
appeal addressed to City's City Manager. The decision of City's City Manager or
duly authorized representative for the determination of such appeals shall be final
and conclusive.
b. The provisions of this Paragraph shall not be pleaded in any suit involving a
question of fact arising under this Agreement as limiting judicial review of any
such decision to cases where fraud by such official or his representative or board
is alleged, provided, however, that any such decision shall be final and
conclusive unless the same is fraudulent or capricious or arbitrary or so grossly
erroneous as necessarily to imply bad faith or is not supported by substantial
evidence. In connection with any appeal proceeding under this Paragraph, the
Contractor shall be afforded an opportunity to be heard and to offer evidence in
support of its appeal.
c. Pending final decision of a dispute hereunder, Contractor shall proceed diligently
with the performance of this Agreement and in accordance with the decision of
City's Public Works Director. This "Disputes" clause does not preclude
consideration of questions of law in connection with decisions provided for
above. Nothing in this Agreement, however, shall be construed as making final
the decision of any City official or representative on a question of law, which
questions shall be settled in accordance with the laws of the State of California.
19. Lobbying
See the Byrd Anti-Lobbying Amendment, 31 USC 1352, as amended by the Lobbying
Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. Section 1601, et seq.] -
Contractors who apply or bid for an award of $100,000 or more shall file the certification
required by 49 CFR part 20, "New Restrictions on Lobbying.” Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person
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or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant or any
other award covered by 31 USC 1352. Each tier shall also disclose the name of any
registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts
on its behalf with non-Federal funds with respect to that Federal contract, grant or
award covered by 31 USC 1352. Such disclosures are forwarded from tier to tier up to
the recipient. The Proposer shall complete and submit with its bid/proposal the
attached Certification Regarding Lobbying, and if applicable, the Standard Form-LLL,
“Disclosure Form to Report Lobbying”.
20. Safe Operation of Motor Vehicles
Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United
States,” April 16, 1997, 23 USC Section 402 note, FTA encourages each third party
contractor to adopt and promote on-the-job seat belt use policies and programs for its
employees and other personnel that operate company owned, rented, or personally
operated vehicles, and to include this provision in each third party subcontract involving
the project.
a. The Contractor is encouraged to adopt and promote on-the-job seat belt use
policies and programs for its employees and other personnel that operate
company-owned vehicles, company-rented vehicles, or personally operated
vehicles. The terms “company-owned” and “company-leased” refer to vehicles
owned or leased either by the Contractor or City.
b. The Contractor agrees to adopt and enforce workplace safety policies to
decrease crashes caused by distracted drivers, including policies to ban text
messaging while using an electronic device supplied by an employer, and driving
a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or
a privately-owned vehicle when on official business in connection with the work
performed under this Agreement.
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EXHIBIT F
NON-COLLUSION AFFIDAVIT FORM
(Transit Operations Services)
TO BE EXECUTED BY PROPOSER AND
SUBMITTED WITH PROPOSAL
I, ______________________________________, hereby declare as follows:
I am _____________________________ of ________________________ the party
making the foregoing Proposal that the Proposal is not made in the interest of, or on
behalf of, any undisclosed person, partnership, company, association, organization, or
corporation; that the Proposal is genuine and not collusive or sham; that the Proposer
has not directly or indirectly induced or solicited any other Proposer to put in a false or
sham Proposal, and has not directly or indirectly colluded, conspired, connived, or
agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone
shall refrain from proposing; that the Proposer has not in any manner, directly or
indirectly, sought by agreement, communication, or conference with anyone to fix the
proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or
cost element of the Proposal price, or of that of any other Proposer, or to secure any
advantage against the public body awarding the contract of anyone interested in the
proposed contract; that all statements contained in the proposal are true; and, further,
that the Proposer has not, directly or indirectly, submitted his or her Proposal price or
any breakdown thereof, or the contents thereof, or divulged information or data relative
thereto, or paid, and will not pay, any fee to any corporation, partnership, company
association, organization, Proposal depository, or to any member or agent thereof to
effectuate a collusive or sham Proposal.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Proposer Signature _______________________________________________
By Name _______________________________________________
Title _______________________________________________
Organization _______________________________________________
Mailing Address _______________________________________________
City, State & Zip _______________________________________________
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EXHIBIT G
LOBBYING CERTIFICATION
As required by U.S. DOT regulations, “New Restrictions on Lobbying,” at 49 CFR
20.110, I certify to the best of my knowledge and belief that for each application for
federal assistance exceeding $100,000: (1) No Federal appropriated funds have been
or will be paid, by or on behalf of _______________________, to any person for
influencing or attempting to influence an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of
Congress pertaining to the award of any Federal assistance, or the extension,
continuation, renewal, amendment, or modification of any Federal assistance
agreement; and (2) If any funds other than Federal appropriated funds have been or will
be paid to any person for influencing or attempting to influence an officer or employee of
any agency, a member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with any application to FTA for
Federal assistance, I assure that Standard Form-LLL, “Disclosure Form to Report
Lobbying,” would be submitted and would include all information required by the form’s
instructions.
I understand that this certification is a material representation of fact upon which
reliance is placed and that submission of this certification is a prerequisite for providing
Federal assistance for a transaction covered by 31 U.S.C. 1352. I also understand that
any person who fails to file a required certification shall be subject to a civil penalty of
not less than $10,000 and not more than $100,000 for each failure.
_________________________________
Signature of Proposers Authorized Official
_________________
Date
_______________________________________________________________
Name and Title of Proposer’s Authorized Official
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EXHIBIT H
DISADVANTAGED BUSINESS ENTERPRISE
_________________________________________ hereby certifies that all reasonable
efforts have been made to secure maximum disadvantaged business enterprise (DBE)
participation in this Agreement.
BY: _________________________
Authorized Official
_________________________
Title
Please include on a separate sheet the names, addresses of all DBEs contacted or that
will participate in the contract, the scope of work, dollar amount of each participating
DBE. Also describe all efforts which have been made to secure maximum DBE
participation.
All participating DBEs must complete a separate DBE affidavit on the following
page. Include as many copies with the proposal as required.
DO NOT complete DBE affidavit page if there are no participating DBEs.
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AFFIDAVIT OF DISADVANTAGED BUSINESS ENTERPRISE
I hereby declare and affirm that I am a qualifying DBE as described in 49 CFR
part 26 and that I will provide information to document this fact.
I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF
PERJURY THAT THE FOREGOING STATEMENTS ARE TRUE AND CORRECT,
AND THAT I AM AUTHORIZED, ON BEHALF OF THE ABOVE FIRM, TO MAKE THIS
AFFIDAVIT.
BY: ___________________________
Title: ______________________________
Date: ______________________________
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EXHIBIT I
CERTIFICATION OF PRIMARY PARTICIPANT REGARDING DEBARMENT,
SUSPENSION, AND OTHER RESPONSIBILITY MATTERS
The Primary Participant (applicant for an FTA grant or cooperative agreement, or
Potential Contractor for a major third party contract), certifies to the best of its
knowledge and belief, that it and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal department
or agency;
2. Have not within a three-year period preceding this proposal been convicted of or
had a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, State or local) transaction or contract under a public transaction, violation of
Federal or state antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of the offenses
enumerated in paragraph (2) of this certification; and
4. Have not within a three-year period preceding this application/proposal had one
or more public transactions (Federal, State or local) terminated for cause or default.
(If the primary participant (applicant for an FTA grant, or cooperative agreement, or
potential third party contractor) is unable to certify to any of the statements in this
certification, the participant shall attach an explanation to this certification.)
THE PRIMARY PARTICIPANT (APPLICATION FOR AN FTA GRANT OR
COOPERATIVE AGREEMENT, OR POTENTIAL CONTRACTOR FOR A MAJOR
THIRD PARTY CONTRACT), ______________________________________________
CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE
CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS
CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C.
SECTIONS 3801 ET. SEQ. ARE APPLICABLE THERETO.
___________________________________ _________________
Signature of Contractor’s Authorized Official Date
Typed Name and Title of Contractor’s Authorized Official
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EXHIBIT J
FEDERAL MOTOR VEHICLE SAFETY STANDARDS
The Proposer hereby certifies that the following statement is true and correct (select
one option):
The vehicle(s) to be supplied is in compliance with the Federal Motor Vehicle Safety
Standards issued by the National Highway Traffic Safety Administration in 49 CFR Part
571.
The vehicle(s) to be supplied is not subject to the Federal Motor Vehicle Safety
Standards issued by the National Highway Traffic Safety Administration in 49 CFR Part
571.
The vehicle(s) to be supplied is subject to the Federal Motor Vehicle Safety
Standards issued by the National Highway Traffic Safety Administration in 49 CFR Part
571 but no FMVSS certification is available at this time because the vehicle is a new
model (Federal Register Vol. 56, No. 185, page 48391, September 24, 1991).
______________________________________________
Signature of the Proposer’s Authorized Official
______________________________________________
Name and Title of the Proposer’s Authorized Official
______________________________________________
Company Name
______________________________________________
Date
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EXHIBIT K
WORKERS’ COMPENSATION INSURANCE CERTIFICATE
TO BE EXECUTED
BY PROPOSER AND SUBMITTED WITH PROPOSAL
The Proposer shall execute the following form as required by the California Labor Code,
Sections 1860 and 1861:
“I am aware of the Provisions of Section 3700 of the Labor Code which requires
every employer to be insured against liability for Workers’ Compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
By __________________________________________________________________
Title: ________________________________ Date:_______________
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EXHIBIT L
STORAGE OF VEHICLES AT CITY FACILITY
I. STORAGE OF TRANSIT VEHICLES:
a. Parking Spot. Contractor shall be permitted to store up to three (3) transit
vehicles in parking spots at the City’s Moorpark Public Services Facility
located at 627 Fitch Avenue, Moorpark, California 93021 (“Premises”). The
parking spot shall be approved by the City Manager or his designee.
b. Access to Premises. Contractor or Contractor’s subcontractors shall be
permitted to access the Premises during hours agreed upon by the City
Manager or his designee. Contractor shall access the Premises for purposes
solely related to providing transit services for the City. Contractor shall ensure
the Premises are secure upon leaving.
c. Damages. The City shall not be obligated to insure Contractor for any
personal injury or property damage. Contractor hereby and forever waives all
rights to claim or recover damages from the City in any amount as a result of
any damage to the Premises or any injury to any person upon the Premises.
d. Repairs. Contractor shall not perform any repairs, maintenance, cleaning, or
modification to the transit vehicles on the Premises.
e. Gate Locks. Contractor shall provide a keyed lock to be installed on the
Premises’ front gate located at Fitch Avenue. Contractor shall provide a
keyed lock to be installed on the Premises’ back gate located at the east end
of the Premises where the transit vehicles shall be parked. The keyed locks
shall be attached to other City locks so as not to hinder the City’s ability to
access any portion of the Premises. One (1) key shall open both keyed locks.
Contractor shall provide the City with three (3) duplicate keys for the keyed
lock. Contractor shall not provide keys to any employee not directly related to
operation of the bucket truck vehicle.
f. Violations. If the City determines that Contractor has violated any portion of
Parts A through E, without prior written authorization from the City Manager,
the City may immediately, without prior notification, and without prejudice to
any other remedies the City may have, suspend Contractor’s ability to store
Contractor’s transit vehicles on the City’s premises. The City may also
terminate its Agreement with Contractor pursuant to Section 7 of the
Agreement.
II. COMPENSATION:
Contractor agrees to pay the City a monthly fee of One Dollar ($1.00) for each
month that Contractor stores the transit vehicles on the City’s Premises. The
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Contractor shall make payments by deducting $1.00 from the City’s monthly
invoice for transit services.
III. INDEMNIFICATION AND HOLD HARMLESS FOR VEHICLE STORAGE:
To the fullest extent permitted by law, Contractor shall, at Contractor’s sole
expense and with counsel reasonably acceptable to the City, defend,
indemnify, and hold harmless the City and the City’s officers, employees, and
agents from and against all claims (including demands, losses, actions,
causes of action, damages, liabilities, expenses, charges, assessments, fines
or penalties of any kind, and costs, including expert fees, court costs, and
attorneys’ fees, from any cause, arising out of or relation (directly or indirectly)
to this Agreement, or the Premises, including without limitation:
1) The use of occupancy, or manner of use or occupancy, of the Premises by
the Contractor;
2) Any act, error, omission, or negligence of Contractor or of any
subcontractor, invitee, guest, contractor or licensee of Contractor or any
subcontractor in, on, or about the Premises which results in a claim of
personal injury or death, or property damage;
3) Any alterations, activities, work, or things done, omitted, permitted,
allowed, or suffered by Contractor in, at, or about the Premises, including
the violation of or failure to comply with any applicable laws, statutes,
ordinances, standards, rules, regulations, orders, decrees, or judgments in
existence on the Agreement Commencement Date or enacted,
promulgated, or issued after the date of this Agreement;
4) Any breach or default in performance of any obligation on Contractor’s
part to be performed under this Agreement, whether before or during the
Agreement Term or after its expiration or earlier termination; and
5) This indemnification extends to and includes, without limitation, claims for:
a) Injury to any persons (including death at any time resulting from
that injury);
b) Loss of, injury or damage to, or destruction of property (including
loss of use at any time resulting from that loss, injury, damage, or
destruction); and
c) All economic losses and consequential or resulting damage of any
kind.
Contractor’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until all claims against the City involving any
of the indemnified matters are fully, finally, and absolutely barred by the
applicable statues or limitations. The City does not and shall not waive any rights
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that it may have against Contractor by this Section, because of the acceptance
by the City, or deposit with the City, of any insurance policy or certificate required
pursuant to this Agreement. The indemnification language of Exhibit L, Section
III shall not limit the indemnification language of Section 12 of this Agreement.
IV. HAZARDOUS MATERIALS INDEMNITY.
Contractor shall indemnify, defend with legal counsel selected by the City and
hold harmless the City and its officers, employees, servants and agents from and
against any and all claims, actions, liabilities, losses, damages, costs, attorneys’
fees and other expenses of any nature (a) including, without limitation, all
foreseeable and all unforeseeable consequential damages, directly or indirectly
arising out of the presence, use, generation, storage, release or disposal of
Hazardous Materials on the Premises by Contractor and its officers, employees,
servants and agents, and customers of the Contractor, or arising out of the
presence or use of any underground tanks presently or hereafter located on the
Premises, and (b) including, without limitation, the costs of any required or
necessary repair, cleanup, or detoxification, and the preparation of any response,
remedial, closure, or other required plans, to the full extent that such action is
attributable, directly or indirectly, to the presence, use, generation, storage,
release, or disposal of Hazardous Material on the Premises during the term of
this Agreement.
As used in this section, Hazardous Materials means any substance, product,
waste or other material that is or becomes listed, regulated or addressed
pursuant to: (1) the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Section 9601, et seq. (“CERCLA”); the
Hazardous Materials Transportation Act, 49 U.S.C., Section 1801, et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C., Section 6901 et seq.; the
Substances Control Act, 15 U.S.C., Section 2601, et seq.; the Clean Water Act,
33 U.S.C. Section 1251, et sea.; the California Hazardous Waste Control Act,
Health and Safety Code Section 25100, et seq.; the California Hazardous
Substance Account Act, Health and Safety Code Section 25330, et seq.; the
California Safe Drinking Water and Toxic Enforcement Act, Health and Safety
Code Section 25249.5, et seq. (Underground Storage of Hazardous
Substances); the California Hazardous Waste Management Act, Health and
Safety Code Section 25170.1, et seq.; California Health and Safety Code Section
25501, et seq. (Hazardous Materials Response Plans and Inventory); or the
Porter-Cologne Water Quality Control Act, Water Code Section 13000, et seq.,
all as amended, (2) other federal or state law or local law regulation, relation to,
or imposing liability or standards of conduct concerning any hazardous, toxic or
dangerous waste, substance or material, and (3) any rule or regulation adopted
or promulgated pursuant to any of said laws.
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EXHIBIT M
LIST OF SUBCONTRACTORS
(FILE IF APPLICABLE)
Name of Subcontractor Address/Phone Items of Work
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RESOLUTION NO. 2024-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, AMENDING THE FISCAL
YEAR 2024/25 BUDGET TO ALLOCATE $200,000 FROM
THE TRAFFIC SYSTEMS MANAGEMENT FUND (2001) TO
FUND FIRST TRANSIT SERVICES
WHEREAS, on June 19, 2024, the City Council adopted the Operating and Capital
Improvement Budget for Fiscal Year (FY) 2024/25; and
WHEREAS, a staff report has been presented to City Council requesting approval
of a budget amendment in the amount of $200,000 from the Traffic Systems Management
Fund (2001) to fund First Transit Services; and
WHEREAS, Exhibit “A” hereof describes said budget amendment and its resultant
impact to the budget line items.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. A budget amendment in the amount of $200,000 from the Traffic
Systems Management Fund (2001), as more particularly described in Exhibit A, is hereby
approved.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall
cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 18th day of December, 2024.
________________________________
Chris R. Enegren, Mayor
ATTEST:
___________________________________
Ky Spangler City Clerk
Attachment: Exhibit A – Budget Amendment
ATTACHMENT 2
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Resolution No. 2024-_____
Page 2
EXHBIT A
BUDGET AMENDMENT FOR
FIRST TRANSIT AGREEMENT AMENDMENT NO. 1
FY 2024/25
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