HomeMy WebLinkAboutAGENDA 2014 0618 CCSA REG ITEM 10IMOORPARK CITY COUNCIL
AGENDA REPORT
ITEM 10.1.
CALIFORNIA
CitY COuncil Meeting
o'cAC'tlo
a
TO: The Honorable City Council do
FROM: Dave Klotzle, City Engineer/Public Works Director
Prepared By: Shaun Kroes, Senior Management Analys
DATE: June 6, 2014 (CC Meeting of 06/18/14)
SUBJECT: Consider Approval of Intergovernmental Agreements with the City of
Thousand Oaks for Fixed Route Transit Operations, Fixed Route
Preventive Maintenance, and Dial -A -Ride Paratransit Services
[• 1iiia : T/
On July 30, 2012, the City of Thousand Oaks (Thousand Oaks) began providing Fixed
Route Transit Operations, Fixed Route Preventive Maintenance, and Dial -A -Ride
Paratransit services for the City of Moorpark (Moorpark). Thousand Oaks provides Fixed
Route Preventive Maintenance services for Moorpark with its own staff. Thousand Oaks
provides Fixed Route Transit Operations and Dial -A -Ride Paratransit services utilizing its
contracted transit operator, MV Transportation, Inc. (MV Transit).
Thousand Oaks' Agreements with MV Transit end on June 30, 2014. On February 21,
2014, Thousand Oaks released a Request for Proposals (RFP) for Transit Operational
services for Fixed Route Transit Operations and Dial -A -Ride Paratransit services.
Moorpark's transit services were included in Thousand Oaks' RFP. Thousand Oaks also
included transit services for the City of Westlake Village and Ventura County for their
respective transit services as well. Proposals were due March 26, 2014. Thousand Oaks
received three conforming proposals (two others were non -conforming). The conforming
proposals were from Corinthian Parking and Transportation Services (Corinthian), MV
Transit and Airport Connections Inc., dba Roadrunner (Roadrunner). Moorpark
participated in the selection committee which heard proposals from all three companies on
April 3, 2014. Based upon pricing and overall experience the committee selected MV
Transit and Thousand Oaks awarded its Agreements to MV Transit on May 27, 2014. The
term of the MV Transit Agreements is from July 1, 2014 through June 30, 2019.
Based upon pricing from MV Transit, and Thousand Oaks' own costs associated with
oversight of the Agreements and providing direct maintenance services for Moorpark,
al
S:\Public Works\Everyone\Reports\Staff Reports\2014\June\06-18-2014 (Toaks Agreement Award).doc
Honorable City Council
June 18, 2014
Page 2
Thousand Oaks has provided pricing for continued transit services for Moorpark. Staff is
recommending that the City Council consider awarding Agreements to Thousand Oaks for
Fixed Route Transit Operations (Attachment 1), Fixed Route Preventive Maintenance
(Attachment 2), and Dial -A -Ride Paratransit services (Attachment 3) and authorize the
Mayor to sign the Agreements.
BACKGROUND
Moorpark contracts for Fixed Route Transit Operations, Fixed Route Preventive
Maintenance, and Dial -A -Ride Paratransit services. Beginning August 12, 2013,
Moorpark's Fixed Route transit system expanded its service from two routes (Route 1 and
Route 2) providing eleven trips each between the hours of 6:00 am to 6:00 pm Monday
through Friday to two routes that operate between the hours of 5:00 am and 8:00 pm
Monday through Friday. Beginning August 10, 2013, Moorpark also began operating one
bus on Saturdays, from 8:00 am to 5:00 pm. Moorpark received a three year Federal
demonstration grant to provide extended hours of service on weekdays and on the
weekend. The Federal demonstration grant reimburses the City for 88.53% of expenses
associated with the extended service hours. The remaining 11.47% is funded with local
funds.
Moorpark's Dial -A -Ride Paratransit services Agreement includes services for Senior Dial -A -
Ride (DAR) and ADA Paratransit services. The Senior DAR program is an origin -to -
destination service for Moorpark residents aged 62 and older. The rider pays $1.50 per
one way trip (per trip) for travel within Moorpark. The ADA Paratransit service provides
origin to destination transportation within Moorpark for $1.50 per trip for any Moorpark
resident with a valid American with Disabilities Act (ADA) card, issued by the Ventura
County Transportation Commission (VCTC). The ADA Paratransit service also provides
trips to and from Thousand Oaks and the Los Angeles County transfer point for $3.00 per
trip. Beginning December 9, 2013, Moorpark also began providing direct service into and
out of Simi Valley for $3.00 per trip. Travel to and from Camarillo and Oak Park is $4.50
per trip.
Moorpark's Dial -A -Ride Paratransit services also expanded its service hours at the same
time as the Fixed Route transit system. Travel within Moorpark for Senior DAR and ADA
Paratransit expanded to 5:00 am to 8:00 pm Monday through Friday and weekend service
operates 8:00 am to 5:00 pm. Travel to other jurisdictions remains 6:00 am to 6:00 pm.
Travel to other jurisdictions for ADA Paratransit service on the weekends is currently limited
to Thousand Oaks, Oak Park and Westlake Village.
In June 2012, the City's transit contractor at the time, CUSA CC, LLC (CUSA), announced
that because of its bankruptcy proceedings, CUSA would not be providing transit services
Honorable City Council
June 18, 2014
Page 3
to Moorpark after July 31, 2012. Moorpark staff released a RFP for DAR Paratransit
services and a RFP for Fixed Route Transit services on June 25, 2012 with a proposal due
date of July 9, 2012.
Roadrunner Shuttle was the only contractor to submit proposals in response to the RFP.
After reviewing the proposals, staff recommended that City Council consider rejecting the
proposals received by Roadrunner Shuttle and instead authorize the City Manager to
negotiate Intergovernmental Agreements with Thousand Oaks for Fixed Route Transit
Operations, Fixed Route Preventive Maintenance, and Dial -A -Ride Paratransit services for
a two-year period. The Agreements became effective on July 26, 2012.
Since awarding the Agreements Thousand Oaks and MV Transit have provided
satisfactory transit services for Moorpark and Moorpark's staff time devoted to
administration of Moorpark's transit services has been reduced, saving an estimated
$12,000 to $15,000 in staff time per year. Additionally, contracting with Thousand Oaks
aligns Moorpark with the recent VCTC Regional Transit Study, which recommends a more
cooperative effort between the east county cities to coordinate transit services. The use of
Thousand Oaks for fueling also means that Moorpark is able to fuel at Thousand Oaks
without the need for traveling to Simi Valley to fuel Moorpark's compressed natural gas
(CNG) buses. This allows Moorpark to utilize two vehicles per day instead of three (the
third was a relief vehicle used while other buses were sent to Simi Valley for fueling).
As previously mentioned, Thousand Oaks considered proposals from Corinthian, MV
Transit, and Roadrunner to provide transit services to Thousand Oaks beginning July 1,
2014. After selection of MV Transit, Thousand Oaks was able to provide its pricing for
Moorpark's transit services. Table 1 below provides the rate comparison between the
proposals and Thousand Oaks Transit.
Table 1: Thousand Oaks' Proposed Rates Compared to Rates Received from Proposers
" T housand Uaks is proposing billing at cost, not per hour for maintenance/tueling beginning in FY 2014/15.
The $33.00 currently shown is based on Thousand Oaks' current costs divided by the number of revenue
hours. This number could fluctuate based on what type of maintenance issues occur throughout the year.
MV Transit
Roadrunner
Corinthian
Thousand
Oaks
Fixed Route
$44.35/hour
$48.28/hour
$44.00/hour
$51.00/hour
Operations
Maintenance
n/a
n/a
n/a
$33.00`
Dial -A -Ride
$43.04/hour
$48.28/hour
$44.00/hour
$28.38/tri
$712.05/vehicle
$1,939.23/vehicle
$1,045.45/vehicle
/month
I /month
I /month
n/a
" T housand Uaks is proposing billing at cost, not per hour for maintenance/tueling beginning in FY 2014/15.
The $33.00 currently shown is based on Thousand Oaks' current costs divided by the number of revenue
hours. This number could fluctuate based on what type of maintenance issues occur throughout the year.
Honorable City Council
June 18, 2014
Page 4
As Table 1 details on the previous page, Thousand Oaks' rate for operations is higher than
the other proposed vendors. Thousand Oaks' rate includes a 15.00% administrative fee to
cover costs associated with overseeing Moorpark's transit services. Thousand Oaks
provides their own maintenance services and consequently, the proposers for Thousand
Oaks' transit services did not provide pricing for maintenance. The tables and descriptions
below provide cost comparisons between Thousand Oaks' rates and other potential rates.
Table 2: Fixed Route Operations Cost Comparisons (based on 5,632 hours of service)
Provider
Base Cost
Fuel*
Subtotal
Fueling
Costs**
Total
Thousand
$287,232
$50,000
$337,232
n/a
$337,232
Oaks
MV Transit
$249,779
$50,000
$299,779
$34,061
$333,840
Roadrunner
$271,913
$50,000
$321,913
$37,079
$358,992
Corinthian
$247,800
$50,000
$297,800
$33,792
11331,592
*Thousand Oaks' fuel costs come out of the maintenance agreement and are added to operations expenses.
Contractor pricing assumes the City would pay directly for fuel costs.
**Thousand Oaks fuels at its site. Other contractors (if providing the service directly) would require fueling at
another site, likely Simi Valley or Thousand Oaks' public fueling station. "Fueling Costs" are based on an hour
of contractor's rate, times 3 buses per day times 256 operating days a year.
Table 2 above provides a cost comparison of Thousand Oaks' Fixed Route Operations
costs compared to the three companies' proposed rates. The number of service hours
(5,632) is based on the City's standard operating hours of service (6:00 am to 6:00 pm).
Thousand Oaks appears to be 1.70% higher than the lowest cost from Corinthian. Not
factored into the costs above, though, is Moorpark's administrative cost in staff time that
would be required for direct oversight of Corinthian, as well as additional wear and tear on
additional vehicles that would likely be necessary in order to accommodate CNG fueling.
Table 3: Fixed Route Maintenance Cost Comparisons based on 5,632 hours)
Provider
Cost
Thousand Oaks
$135,856
MV Transit
$140,800
Roadrunner
$140,800
Corinthian
$140,800
Table 3 above provides a cost comparison of maintenance services between Thousand
Oaks and other potential transit operators. In 2012, Roadrunner provided preventive
maintenance rates for 2012 and 2013 as part of its RFP. Moorpark staff used
Roadrunner's 2013 rate of $25.00 per hour to show what preventive maintenance costs to
Moorpark could be compared to Thousand Oaks' 2014 rate. Moorpark staff did not have
similar rate information for MV Transit or Corinthian. Rather than project an estimated
Honorable City Council
June 18, 2014
Page 5
number for MV Transit and Corinthian, Moorpark staff used Roadrunner's rate for all
companies. It should be noted that Thousand Oaks' rate assumes an hourly rate of $33.00
per hour, minus fuel costs of $50,000. Thousand Oaks' new proposal actually includes a
time and materials cost instead of an hourly rate. The time and material costs include an
hourly labor rate of $95.00 that is charged when Thousand Oaks staff is actively working
on a Moorpark bus. Parts that are purchased for the bus will be charged to Moorpark at
cost plus a 35.00% administrative fee intended to cover separate Thousand Oaks Parts
Division staff that is dedicated to procurement of vehicle parts, as well as general overhead
costs. Costs for third -party outsourced work (such as if a Moorpark bus must go to a body
shop for work) will be charged to Moorpark at cost plus a 15.00% administrative fee. Fuel
will also be billed at cost plus a $0.20 per gallon or gasoline gallon equivalent (for CNG).
The calculated annual maintenance cost for Thousand Oaks of $135,856 is in line with the
past two years of actual expenditures.
Table 4: Dial -A -Ride Cost Comparisons based on 3,500 trips and 29,000 miles)
Provider Cost
Thousand Oaks $99,330
Roadrunner $130,750
MV Transit $136,982
Table 4 above provides a cost comparison for DAR services between Thousand Oaks and
other potential transit operators. Proposers for Thousand Oaks' RFP did not have pricing
that could be converted to pricing for Moorpark; however, Roadrunner and MV Transit had
both submitted proposals to Moorpark in the past, which included rates that went into 2013.
In 2010, MV Transit provided a proposed 2013 rate of $4.752 per trip and $4.15 per mile.
Roadrunner's 2012 proposal included a 2013 rate of $12.90 per trip and $3.10 per mile.
As previously mentioned, Thousand Oaks' rate is a flat $28.38 per trip. Based upon a
scenario of 3,500 trips and 29,000 miles, Thousand Oaks is projected to be 24.03% less
than Roadrunner, which was the lower of the two companies listed. Moorpark staff has no
cost data from Corinthian, so they were not included in Table 4.
Table 5: Overall Cost Comparison for Fixed Route and Dial -a -Ride
Provider
Fixed Route
Fixed Route
Dial -A -Ride
Total
Operations
Maintenance
Thousand
$337,232
$135,856
$99,330
$572,418
Oaks
Roadrunner
$358,992
$140,800
$130,750
$630,542
MV Transit
$333,840
$140,800
$136,982
$611,622
Table 5 above provides a comparison of estimated costs between Thousand Oaks,
Roadrunner, and MV Transit. Corinthian has not been included because Moorpark staff
FOW
Honorable City Council
June 18, 2014
Page 6
does not have enough direct cost comparisons to attribute to the company. Thousand
Oaks' costs appear to be 6.84% lower than the next projected lowest cost of MV Transit. It
should be noted that these costs are based upon the assumptions that Thousand Oaks'
maintenance costs will continue to be comparable to past years. Not included in the above
calculation is the estimated savings in Moorpark staff time devoted to administration of
Moorpark's transit services, which is currently administered through Thousand Oaks. The
savings from reduced staff time dedicated to Moorpark's transit services is estimated at
$12,000 to $15,000 per year.
DISCUSSION
The proposed Agreements between Moorpark and Thousand Oaks are five-year
Agreements. The City would continue to receive the same level of service that it has
received from Thousand Oaks and its contracted transit operator (MV Transit) as it has
since July 2012. Moorpark residents would continue to benefit from having a call center
where they can reach a transit operator during the hours that the buses are in service.
Additionally, the City has benefited from Thousand Oaks' requirement that MV Transit pay
for any repairs to the vehicles that are damaged regardless of whether the damage is the
fault of MV Transit's drivers or a third party. This has expedited repairs to the City vehicles
and reduced staff time devoted to paying for repairs and receiving reimbursement from
third parties.
Moorpark staff has noticed an improvement in the overall condition of Moorpark's bus fleet
since contracting with Thousand Oaks for maintenance. The buses are kept in a cleaner
condition and there have been significantly fewer cases of vehicles leaking oil while in
service. In addition, vehicle repairs have been made in an expedited fashion, compared to
when CUSA was the maintenance provider. Vehicles that experience a mechanical failure
in the field are quickly responded to by Thousand Oaks staff and in some instances the
vehicle is even returned to service the same day. In instances where a backup vehicle is
needed because an in-service vehicle has failed, MV Transit has been able to respond in
25 to 30 minutes on average from the time the primary vehicle failed. This is much faster
than the typical response time of 60 minutes or more from CUSA, largely due to the
vehicles previously being stored and maintained in Oxnard.
In addition to the service that Moorpark has received from Thousand Oaks and MV Transit
in the past two years, Moorpark will benefit from a few additional services that MV Transit
is providing through its contract with Thousand Oaks. MV Transit will install new TimePoint
software on Moorpark City Transit's fixed route buses. The TimePoint software enables
the City and passengers to track bus arrival times. Although the City currently has a similar
service provided through VCTC (called Nextbus) the TimePoint software provides a
secondary option for passengers in the event Nextbus temporarily fails and will allow
Honorable City Council
June 18, 2014
Page 7
passengers to select which tracking system they prefer. TimePoint also tracks the buses
more frequently than Nextbus (Nextbus only monitors the buses about every 20 to 30
seconds). TimePoint will track bus dwell times by stop and can measure the efficiency of
the drivers. MV Transit is also required to provide complete exterior detailing of all
Moorpark buses once every 90 days. MV Transit will also be required to provide a new
full-time safety manager and new full-time finance manager.
All DAR vehicles (from MV Transit and Thousand Oaks) will be model year 2013 or newer.
Six more CNG DAR vehicles will replace existing gasoline/diesel vehicles. All DAR vans
will be equipped with cameras and backup sensors. MV Transit will also provide new bus
driver uniforms specific to Moorpark drivers. Thousand Oaks is also updating its phone
system to record all phone conversations which will help with customer service.
Over the past two years, Moorpark and Thousand Oaks have also worked to align their
transit service procedures, including Title VI inquiry responses (concerns with claims of
discrimination based upon existing or proposed bus routes) and no-show policies. The
proposed five year Agreements would enable Moorpark and Thousand Oaks staff continue
to work together to provide similar transit services in the East County. As was previously
mentioned, Thousand Oaks is also providing DAR transit services for the City of Westlake
Village and the County of Ventura (for Oak Park and unincorporated areas surrounding
Thousand Oaks).
Table 6 below provides a cost comparison of a few other transit services near Moorpark.
Although each Fixed Route Transit service has differences when compared to Moorpark,
the rates help to determine if Moorpark's costs are comparable with other transit agencies.
Table 6: Cost Comparison of Combined Operating and Capital Maintenance Services (per -
hour)
Service
Heritage Valley
Kanan Shuttle
Moorpark
VISTA
FY 2013/14
FY 2013/14
FY 2014/15
FY 2014/15
Operating/Maintenance
$83.93
$87.83
$84.00
$134.62
Each transit service has its own features which means that the cost comparisons above
are not specifically "apples -to -apples". For example, Heritage Valley operates a General
DAR program and uses smaller cut -a -way type vehicles. The Kanan Shuttle is a fixed
route service, but, also operates smaller cut -a -way type vehicles. VISTA operates both 40
foot transit buses as well as 45 -foot charter buses. In all three examples, the contracted
transit provider owns the vehicles. Moorpark's service includes maintenance of Moorpark -
owned 28 -foot diesel buses and 32 -foot CNG buses. Despite the differences in transit
services, it appears that the City's hourly rates for services are reasonable compared with
other transit agencies in Ventura County.
E:VA
Honorable City Council
June 18, 2014
Page 8
For DAR Paratransit services, the cost comparison becomes easier. The proposed
Agreement is designed so that all contracted jurisdictions (Moorpark, Westlake Village, and
County of Ventura) all pay the same per -trip rate. The FY 2014/15 rate is $28.38 per trip
which is in line with local transit services. Based upon the equal per cost trip, Moorpark's
rate appears to be fair with other local transit agencies' DAR costs.
Based upon the above cost comparisons, it appears that Thousand Oaks' proposed hourly
rates for Fixed Route service and per -trip rates for DAR Paratransit service are reasonable
as compared with other local transit agencies.
FISCAL IMPACT
Tables 7 and 8 below provide estimated expenditures for FY 2014/15, compared to the
City's FY 2014/15 Budget.
Table 7: FY 2014/15 Transit Rates for Standard Service (5,632 hours)
Service
FY 2014/15
Estimated Annual
FY 2014/15
Proposed Rates
Ex enditure
Bud et
Fixed Route Operation
$51.00 per hour
$287,232
$301,000
Preventive Maintenance
$33.00 per hour*
$135,856
$170,371
Fixed Route Fuel**
Cost+$0.20 per
$50,000
$66,900
gallon
DAR Paratransit
$28.38 per trip
$99,300
$98,000
Estimated Total Annual Ex enditure
$572,388
$636,271
* The $33.00 per hour is an estimated rate. Thousand Oaks will actually charge for time and materials, not a
standard revenue hour rate.
** Fixed Route Fuel is subtracted from the Thousand Oaks preventive maintenance costs.
*** The per -trip rate increases if the number of trips exceed 550 in one month (Moorpark's average trips per
month is 380).
Honorable City Council
June 18, 2014
Page 9
Table 8: FY 2014/15 Transit Rates for Demo Service (2,274 hours)
Service
FY 2014/15
Estimated Annual
FY 2014/15
Proposed Rates
Expenditure
Budget
Fixed Route Operation
$51.00 per hour
$115,974
$119,000
Preventive Maintenance
$33.00 per hour*
$48,990
$67,800
Fixed Route Fuel**
Cost+$0.20 per
Part of Fixed
gallon
$26,052
Route Operation
Cost
DAR Paratransit
$28.38 per trip***
$8,500
$48,800
Estimated Total Annual Expenditure
1
$199,516
1 $235,600
* The $33.00 per hour is an estimated rate. Thousand Oaks will actually charge for time and materials.
** Fixed Route Fuel is subtracted from the Thousand Oaks preventive maintenance costs and becomes part
of the Fixed Route Operation expense for the demonstration service.
*** The per -trip rate increases if the number of trips exceed 550 in one month (Moorpark's average trips per
month is 380).
The FY 2014/15 Budget includes a total of $871,871 for transit services from the following
sources:
• $251,000 in Traffic Systems Management (TSM) Fund (2001) for operating the City
buses during standard service hours.
• $60,000 in TSM Fund (2001) for CNG fueling.
• $6,900 in Local Transit Programs 8C Fund (5000) for diesel fuel
• $50,000 in Local Transit Programs 8C Fund (5000) for operating the buses during
standard service hours.
• $170,371 in Local Transit Programs 8C Fund (5000) for maintaining the City's fleet
of buses for standard service hours.
• $49,000 in Local Transit Programs 8C Fund (5000) for operating the DAR
Paratransit Service.
• $49,000 in Local Transit Programs 8C Fund (5000) for vehicle leasing/maintenance
of DAR Paratransit vehicles.
• $105,000 in Other Federal Revenue/Grants Fund (2604) for operating the City
buses during transit demonstration hours.
• $60,000 in Other Federal Revenue/Grants Fund (2604) for maintenance of the City
buses during transit demonstration hours, including fuel.
• $43,200 in Other Federal Revenue/Grants Fund (2604) for maintenance of the City
buses during transit demonstration hours.
27,400 in TSM Fund (2001) for local match requirements related to Fund 2604
expendtiures.
Based upon the estimated service hours, maintenance expenses, and DAR Paratransit
ridership demand, the City's FY 2014/15 budget is $99,980 more than the estimated FY
Honorable City Council
June 18, 2014
Page 10
2014/15 expenditure for transit services. Although as can be seen in Tables 7 and 8
above, some of the City's current expense lines do not have enough funding to cover the
estimated FY 2014/15 expenses. Staff intends to perform the necessary budget line item
transfers once the City's FY 2014/15 budget becomes effective.
Each Agreement includes the potential for an annual rate increase. The Moorpark Fixed
Route Operations Agreement includes a possible annual Consumer Price Index (CPI)
adjustment for years two through five. The CPI adjustment shall not exceed 3.00% for
each year. The Moorpark Fixed Route Maintenance Agreement is fixed for the first year of
service. After the first year, Thousand Oaks can adjust the rates but, they must give
Moorpark at least 30 -days -notice before implementing the rate increase. The Moorpark
Dial -A -Ride Agreement cost will be adjusted for years two through five based on the sum of
costs of all DAR and ADA trips provided by MV Transit for the period of July 1 through
June 30 of the prior fiscal year divided by the total number of trips provided in the same
time period plus MV Transit's earned CPI adjustment (as defined in their Agreement with
Thousand Oaks) plus a 15.00% administrative charge. Costs exclude one-time capital
expenditures associated with vehicle purchases and capital improvements projects specific
to DAR service.
STAFF RECOMMENDATION
Authorize the Mayor to sign Intergovernmental Agreements with the City of Thousand Oaks
for a five-year period for Fixed Route Transit Operations, Fixed Route Transit Preventive
Maintenance, and Dial -A -Ride Paratransit Services, in amounts based on pricing described
in the staff report above, subject to final language approval of the City Manager.
Attachments:
1. Fixed Route Transit Operations Agreement
2. Fixed Route Preventive Maintenance Agreement
3. Dial -A -Ride Paratransit Agreement
.E
Attachment 1
Project Name: Moorpark Fixed Route Operations
AGREEMENT FOR GENERAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
CITY OF MOORPARK
THIS AGREEMENT, made and entered into this by
and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter
referred to as "City"), and CITY OF MOORPARK, a municipal corporation (hereinafter
referred to as "Moorpark"). The City and Moorpark agree as follows:
1. RETENTION OF CITY
Moorpark hereby retains City, and City hereby accepts such engagement, tc
perform the services described in Section 2. City warrants it has the qualifications,
experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by City are as follows:
Operation and management of Fixed Route Bus service in conjunction with Moorpark's
local transportation programs, through City's contracted transit operator as set forth in
the Scope of Work, attached as Exhibit "A."
3. COMPENSATION AND PAYMENT
(a) Compensation. Fees to City for those services and expenses set forth in the
Schedule of Fees, attached as Exhibit "B", shall be calculated as set forth therein. The
fees set forth in the exhibit shall be binding upon Moorpark for the term of this
Agreement.
(b) Invoice and Payment. All payments shall be made within thirty (30) days
after receipt of written verification from the City of the actual compensation earned, in a
form satisfactory to Moorpark. City shall address invoices as follows:
Moorpark Public Transit Division
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
DPW:940-10
Page 1 of 20 91
4. EXTRA SERVICES
Moorpark shall pay City for Moorpark authorized extra services, not provided
pursuant to the services described in Section 2, at fees mutually agreed to in writing in
advance by the parties. Unless Moorpark and City have agreed in writing before the
performance of extra services, no liability and no right to claim compensation for extra
services or expenses shall exist.
5. THOUSAND OAKS PROJECT MANAGER
City shall perform the services required under this Agreement under the general
direction of, and coordinated by, City's "Project Manager," who presently is Mike
Houser, Transit Manager.
6. TERM
The term of this Agreement shall run concurrently with Transit Operations
Contract No. 10470-2014, July 1, 2014 to June 30, 2019.
7. ASSIGNMENT OF SUBCONTRACTOR
City shall not assign this Agreement without Moorpark's prior written consent.
8. HOLD HARMLESS AND INDEMNITY
To the fullest extent permitted by law, City shall defend, indemnify and hold
harmless Moorpark and its elected officials, officers, employees, servants, designated
volunteers (collectively, "Indemnitees") from and against all claims, demands, lawsuits,
judgments, damages, losses, injuries or liability, including, without limitation monetary or
property damage, personal injury or wrongful death, and costs or expenses, including
legal counsels' fees and costs of defense (collectively, "Claims") whether actual, alleged
or threatened, which arise out of, pertain to, or relate to, in whole or in part, the
negligent acts or omissions, or willful misconduct, of City, its elected officials, officers,
agents, employees, contractors or consultants, including, without limitation, City's
contracted transit operator, in the performance of this Agreement, except for such
Claims arising from the sole negligence or willful misconduct of Moorpark. City shall
require its contracted transit operator to similarly agree to defend and indemnify
Moorpark for the acts or omissions of the contracted transit operator or its officers,
agents, employees, contractors or consultants.
9. INSURANCE
City shall at all times during the term of this Agreement require City's contracted
transit operator to carry the insurance specified in Section 10 ("Insurance") of the
Agreement for Professional Services Between the City and Contract Operator, Contract
No. 10470-2014, dated May 27, 2014. City shall require City's contracted transit
operator to name Moorpark and its elected officials, officers and employees as
DPW:940-10 92
Page 2 of 20
additional insured on all liability insurance as specified in said Section 10 of Agreement
for Professional Services between the City and Contract Operator, Contract No. 10740-
2014, dated May 27, 2014.
10. RELATION OF THE PARTIES
City is and shall at all times remain as to Moorpark a wholly independent
contractor. The personnel performing the services under this Agreement on behalf of
City shall at all times be under City's exclusive direction and control. Neither Moorpark
nor any of its officers, employees, or agents shall have control over the conduct of City
or any of City's officers, employees, or agents, except as set forth in this Agreement.
City shall not at any time or in any manner represent that it or any of its officers,
employees, or agents are in any manner officers, employees, or agents of Moorpark.
City shall not incur or have the power to incur any debt, obligation, or liability against
Moorpark, or bind Moorpark in any manner.
No employee benefits shall be available to City in connection with the performance of
this Agreement. Except for the fees paid to City as provided in the Agreement,
Moorpark shall not pay salaries, wages, or other compensation to City for performing
services hereunder for Moorpark. Moorpark shall not be liable for compensation or
indemnification to City for injury or sickness arising out of performing services
hereunder.
11. TERMINATION BY CITY
Either party, through written notification, may upon sixty (60) calendar days
notice, terminate any portion or all of the services agreed to be performed under this
Agreement. In the event of such termination, City shall have the right and obligation to
immediately assemble work in progress for the purpose of closing out the job. All
compensation for actual work performed and charges outstanding at the time of
termination shall be payable by Moorpark to City within thirty (30) days following
submission of a final statement by City, unless termination is for cause. In such event,
City shall be compensated only to the extent required by law. City or Moorpark, by
notifying the other in writing may, upon seven (7) calendar days notice, terminate with
cause, any portion or all of the services agreed to be performed under this Agreement.
In the event a notice of termination is provided by one party to this Agreement for
causable action, the other party to the Agreement will be given seven (7) calendar days
to correct the causable action before termination of the Agreement takes place.
DPW940-10 93
Page 3 of 20
12. CORRECTIONS
The City shall correct, at its expense, all errors in the work which may be
disclosed during the Moorpark's review of the City's work.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by City of the final payment made under this Agreement shall
operate as and be a release of Moorpark from all claims and liabilities for compensation
to City for anything done, furnished or relating to City's work or services. Acceptance of
payment shall be any negotiation of Moorpark's check or the failure to make a written
extra compensation claim within five (5) calendar days of the receipt of that check,
whichever occurs first.
14. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of
this Agreement by the other party, irrespective of the length of time for which such
failure continues, shall not constitute a waiver of such party's right to demand strict
compliance by such other party in the future. No waiver by a party of a default or
breach of the other party shall be effective or binding upon such party unless made in
writing by such party, and no such waiver shall be implied from any omissions by a
party to take any action with respect to such default or breach. No express written
waiver of a specified default or breach shall affect any other default or breach, or cover
any other period of time, other than any default or breach and/or period of time
specified. All of the remedies permitted or available to a party under this Agreement, or
at law or in equity, shall be cumulative and alternative, and invocation of any such right
or remedy shall not constitute a waiver or election of remedies with respect to any other
permitted or available right of remedy.
14.1 PERFORMANCE STANDARDS
Moorpark reserves the right to assess Performance Standards specified in
Exhibit "C".
15. NON -APPROPRIATION OF FUNDS
Payments due and payable to City for current services are within the current
budget and within an available, unexhausted and unencumbered appropriation of
Moorpark's funds. In the event Moorpark has not appropriated sufficient funds for
payment of City's services beyond the current fiscal year, this Agreement shall cover
only those costs incurred up to the conclusion of the current fiscal year.
16. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN PARTIES
This Agreement, and the rights and obligations of the parties, shall be governed
and interpreted in accordance with the laws of the State of California. Any action filed in
DPW:940-10 94
Page 4 of 20
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 provisions of this Agreement shall be construed as a
whole according to its common meaning of purpose of providing a public benefit and not
strictly for or against any party. Wherever required by the context, the singular shall
include the plural and vice versa, and the masculine gender shall include the feminine
or neutral genders or vice versa. The captions or headings in this Agreement are for
convenience only and in no other way define, limit or describe the scope or intent of any
provision or section of the Agreement. Except for City's proposals and submitted
representations for obtaining this Agreement, this Agreement supersedes any other
agreements, either oral or in writing, between the parties hereto with respect to the
rendering or services, and contains all of the covenants and agreements between the
parties with respect to said services. Any modifications of this Agreement will be
effective only if it is in writing and signed by the party to be charged.
17. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid
and minimize the damages resulting from the conduct of the other party.
18. MODIFICATION OF AGREEMENT
The tasks described in this Agreement and all other terms of this Agreement may
be modified only upon mutual written consent of Moorpark and City.
19. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its
behalf and bind said party and its respective administrators, officers, directors,
shareholders, divisions, subsidiaries, agents, employees, successors, assigns,
principals, partners, joint venturers, insurance carriers and any others who may claim
through it to this Agreement.
20. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions will nevertheless continue in
full force without being impaired or invalidated in any way.
21. NOTICES
Any notice required to be given hereunder shall be deemed to have been given
by depositing said notice in the United States mail, postage prepaid, and addressed as
follows:
DPW:940-10 95
Page 5 of 20
TO CITY: Mike Houser, Transit Manager
City of Thousand Oaks
Municipal Service Center
1993 Rancho Conejo Boulevard
Thousand Oaks, CA 91320
TO MOORPARK- City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
22. PERMITS AND LICENSES
City, at its sole expense, shall obtain and maintain during the term of this
Agreement all appropriate permits, licenses, and certificates that may be required in
connection with the performance of services under this Agreement.
23. LEGAL RESPONSIBILITIES
City shall keep itself informed of local, state and federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this Agreement. City shall at all times observe and comply with all
such laws and regulations, including but not limited to the Americans with Disabilities
Act, Federal Transit Administration (FTA) Requirements as specified in Exhibit "D", and
Occupational Health and Safety Administration laws and regulations. Moorpark, and its
officers and employees, shall not be liable at law or in equity occasioned by failure of
City to comply with this Section.
DPW:940-10 96
Page 6 of 20
In concurrence and witness whereof, this Agreement has been executed by the
parties effective on the date and year first above written.
CITY OF MOORPARK
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
APPROVED AS TO ADMINISTRATION:
Steven Kueny, City Manager
CITY OF THOUSAND OAKS
Andrew P. Fox, Mayor
Linda D. Lawrence, City Clerk
Scott Mitnick, City Manager
DPW:940-10 97
Page 7 of 20
EXHIBIT A
SCOPE OF WORK
City Duties and Responsibilities - Operations
City accepts responsibility for and shall perform, through the use of City's contracted
transit operator the services set forth below in connection with the operation and
management of Moorpark Fixed Route Bus services.
Except as specifically noted below or where not applicable in the scope of work as
described above, the terms of the City's contract with transit operator, shall describe
and set forth the standards by which City shall provide services under this Agreement.
To the extent of any conflict between the terms of the City's contract with transit
operator and the terms of this Agreement, the terms of this Agreement shall control
unless the City's Agreement with transit operator provides for a higher standard of
service.
1. Operations:
City shall provide operations management at a level sufficient to oversee the
performance of the services required under this Agreement.
2. Personnel:
All employees providing services under this Agreement with the exception of
City's Project Manager and Fleet Maintenance Staff (City employees
responsible for maintaining City and Moorpark vehicles) will be employees of
City's contracted transit operator, and subject to the transit operator's rules or
requirements of City's Transit Operator Agreement, Contract No. 10470-2014.
3. Service Area, and Days and Hours of Operation:
Moorpark Fixed Route Bus service operates Monday through Friday from 5:00
a.m. to 8:00 p.m. and Saturday from 8:00 a.m. to 5:00 p.m. There is no service
outside these hours, or on the following six (6) national holidays: New Year's
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. Service is provided on other federal, state and local holidays.
The service days and hours of the Dial -A -Ride service may be adjusted to
match any future changes in the Moorpark Fixed Route Bus service days and
hours. Moorpark agrees to match any City modified service hours on
December 24 and December 31.
Moorpark reserves the right to make adjustments to the service area, days,
and hours. For major adjustments, City shall be notified in writing not less
than seven (7) calendar days prior to the effective date; for minor
adjustments, City shall be given at least twenty-four (24) hours notice.
DPW:940-10 98
Page 8 of 20
4. Route:
City shall maintain two routes within the limits of Moorpark Monday through
Friday and one route on Saturday. Routes shall conform to those published in
the most recent map and schedule available in print and electronic form.
Moorpark reserves the right to make adjustments to the routes. For major
adjustments, City will be notified not less than seven (7) calendar days prior to
the effective date; for minor adjustments, City will be given at least twenty-four
(24) hours notice.
5. Vehicles:
Moorpark has three (3) 2010 thirty-two (32) foot EI Dorado EZ Rider II
compressed natural gas (CNG) buses and two (2) 2005 twenty-eight (28) foot EI
Dorado MST II diesel buses. The two (2) MST II buses are also equipped with
particulate matter traps that require electrical infrastructure at City's
maintenance facility for routine recharging (burn -off cycle) of the particulate
matter trap. Electrical requirements are:
Voltage: 208 +/-5 volts at the plug under load
Power: 2800 W at 208 VAC
Cycle: 60 Hz
Ground fault interrupt: In accordance with local laws and regulations
In addition to the five (5) Moorpark -owned vehicles provided by Moorpark,
City shall be able to provide a Dial -A -Ride van subject to Moorpark's written
approval or Thousand Oaks Transit bus on an emergency basis if more than
three (3) Moorpark buses are out of service.
Except for normal wear and tear, Moorpark vehicles shall be returned to
Moorpark in the same condition as they were received by City at the end of
the term this Agreement or when the Agreement is terminated.
6. Operations:
City shall be responsible for operation of the Moorpark Fixed Route Bus
services. City shall ensure at all times that vehicles used for passenger
conveyance shall be operated with due regard for the safety, comfort, and
convenience of the general public. City shall be responsible for complying with
all applicable federal, state, and local laws and requirements.
City shall be responsible for ensuring compliance with ADA 49 Code of Federal
Regulations (CFR) Parts 27, 37, and 38: Transportation for individuals with
disabilities, Final Rule, dated September 6, 1991, or as it may be amended.
Moorpark may, from time to time, issue directives concerning matters related to
Moorpark Fixed Route Bus services. City shall assist Moorpark in implementing
and/or enforcing these directives.
DPW:940-10 99
Page 9 of 20
7. Customer Service Representation:
City shall make available to Moorpark riders its current customer service
phone line, staffed by City's contractor, during the same hours and same
requirements as City's service.
8. Vehicle Fueling:
City shall fuel Moorpark's vehicles at the Thousand Oaks Municipal Services
Center fueling facility and Moorpark shall be responsible for the cost of all
fuel. Moorpark shall not be billed for driver time to fuel vehicles.
9. Drivers:
City shall provide drivers, as required, utilizing its contracted transit operator.
10. Uniforms:
City shall require its contracted transit operator to follow the same uniform
criteria required in City's Agreement for Professional Services between the
City and Contract Operator, Contract No. 10470-2014, dated May 27, 2014,
subject to Moorpark's written approval. In addition, City shall require the
drivers to wear a name badge that includes the employee's name, Contractor
Operator's name, and "Independent Contractor for City of Moorpark". The
name badge shall be approved by Moorpark's City Manager or the City
Manager's designee. The name badge shall be worn at all times while the
driver provides service for Moorpark pursuant to this Agreement.
11. Operation Records and Reports:
City shall be required to maintain ridership and operations records for this
service as described below.
City shall be responsible for submission of monthly service summary reports
to Moorpark. These reports, to be submitted by City within fifteen (15)
business days of the end of each calendar month, shall include, but not be
limited to, the following:
A. Listing of all vehicle breakdowns/road calls occurring while in service with
a description of the cause and corrective actions taken for services
conducted on behalf of Moorpark.
B. Date, time, and length of time for any service disruptions.
C. A monthly summary of vehicle miles, vehicle miles since last preventive
maintenance inspection, a list of any vehicle repairs made, number and
length of time a backup vehicle was used, and vehicle road calls.
D. Total passenger counts by category and fare (student, adult, senior
citizen, disabled, and etcetera) and date.
DPW:940-10 100
Page 10 of 20
E. Participant counts by payment method (cash, one-way ticket, monthly
passes) by date.
F. Missed or abbreviated route trips, delays or unusual incidents while on
duty.
G. From time to time, at Moorpark's request, City shall record passenger
activity per stop.
H. Monthly fuel consumption, by fuel type.
Additionally, City shall collect, record, and report annually other statistical
data required under Section 15 of the Federal Transit Act which includes, but
is not limited to, passenger count by fare, vehicle hours, vehicle miles, vehicle
revenue hours, vehicle revenue miles, passengers per hour and wheelchair
boardings.
12. Fares:
City shall require drivers to collect fares in accordance with fare policies as set
by Moorpark and shall turn over the fareboxes to Moorpark at a designated time
of day on weekdays when Moorpark City Hall is open. City shall require drivers
to remove the farebox from the bus at Moorpark's City Hall bus stop and deliver
the farebox to Moorpark's staff inside Moorpark City Hall. Fare collected
between farebox submittals and on weekends shall be stored securely in the
farebox inside the bus until the next weekday that Moorpark City Hall is open.
City shall accommodate Moorpark's future option to participate in a county -wide
fare collection system that involves a computerized card -reading equipment that
will be installed and maintained by Moorpark.
13. Meetings and Contact Information:
City shall make administrative staff available to attend two (2) meetings per year
of Moorpark's Transportation and Public Works Committee. Moorpark shall
notify City, in advance, of any meeting City is required to attend. City shall
provide Moorpark with emergency and after hours contact telephone numbers
and pagers that Moorpark may use, as necessary, to communicate with City
after normal working hours.
14. Expanded Services:
From time to time Moorpark may wish to expand the hours or the days of
services to the community. With twenty-one (21) days written notice, City shall
provide the expanded service.
DPW:940-10 101
Page 11 of 20
15. Notification of Service Disruptions:
City shall notify Moorpark, at the first available opportunity, but no later than one
(1) hour after City is made aware, of any vehicle breakdowns or other problems
that may cause service disruptions.
16.Operating During an Emergency:
In the event of a major emergency such as a natural disaster or other
catastrophic event, City shall make transportation and communication
resources available to Moorpark to the highest degree possible. If the normal
line of direct authority from Moorpark is intact, City shall follow instruction of
Moorpark. If normal line of direct authority is broken, and for the period while it
is broken, City shall make best use of transportation resources following the
direction of the organization which appears to have assumed responsibility.
Emergency transportation may include evacuation, transportation of injured and
movement of people to food and shelter. City shall be reimbursed in
accordance with the current Agreement rate, or, if the normal method does not
cover the types of emergency services involved, then on the basis of fair,
equitable and prompt reimbursement of City's actual costs. Reimbursements
for such major emergency services shall be over and above the maximum
obligation of this Agreement. Immediately after the emergency condition
ceases, City shall reinstate normal transportation services. Payment shall be
based on a written report showing services and cost breakdown related to
emergency.
While operating during an emergency, City shall keep records of all emergency
transportation in accordance with Federal Emergency Management Agency
(FEMA) requirements in order for Moorpark to receive FEMA reimbursement
for emergency transportation expenses. In the event that FEMA rejects
Moorpark's reimbursement request due to City's reports not meeting FEMA's
standards, City shall be required to re -write the reports for resubmittal. In the
event FEMA rejects Moorpark's reimbursement request due to City's failure to
keep proper records of emergency transportation services, City shall be
required to reimburse Moorpark's emergency transportation services expenses
within thirty (30) days or the expenses can be deducted from Moorpark's next
invoice for Fixed Route Bus services.
While operating during an emergency, City shall not be assessed liquidated
damages as specified in Exhibit "C" of this Agreement.
DPW:940-10
102
Page 12 of 20
EXHIBIT B
SCHEDULE OF FEES
Billing shall be on a revenue hour basis.
Year One (July 1, 2014 — June 30, 2015)-
$51.00 per revenue hour
An annual Consumer Price Index (CPI) adjustment in Agreement years two (2) through
five (5) shall apply, not to exceed 3.00% in any one year. CPI will be calculated as the
difference in the CPI between June of the current Agreement year and July of the
previous Agreement year, all items, not seasonally adjusted, Los Angeles region, and
using non -alternative method. In the event the CPI calculation results in a negative
number, previous year's rate shall apply.
DPW:940-10 103
Page 13 of 20
EXHIBIT C
Performance Standards
The performance standards described in Exhibit D, Transit Operations, Contract 10470-
2014, dated May 27, 2014, shall apply to this Agreement. In the event Liquidated
Damages are levied that apply solely to Moorpark Fixed Route Bus services, Moorpark
shall be entitled to a credit on their next monthly invoice equal to the Liquidated
Damages.
Force Majeure:
City shall be excused from performance as described above during the time and to the
extent that it is prevented from performing in the customary manner by force majeure, fire,
flood, war, riot, civil disturbance, vandalism, terrorism, epidemic, quarantine, strike,
lockout, labor dispute, freight embargo, rationing or unavailability of materials or products,
loss of transportation facilities, commandeering of equipment, materials, products, plants,
or facilities of government, or any other occurrences or circumstances which are beyond
the control of City.
DPW:940-10 104
Page 14 of 20
EXHIBIT D
FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS
(EXCERPT AS OF MAY 2010)
1. Medical/Drug/Alcohol Testing
City shall require pre-employment medical examinations, including drug testing, for all
prospective drivers and other safety sensitive employees of City. In addition, for any
prospective employee who held prior safety -sensitive positions for another United
States Department of Transportation (USDOT)-funded employer, City shall, after
obtaining the required permission, check with those previous employers for any prior
positive test results. Additionally, City must have an anti-drug program established for
employees under the Congressionally Mandated Drug -Free Workplace Act.
City shall comply with the Congressionally Mandated Drug -Free Workplace Act of 1988,
the Omnibus Transportation Employee Testing Act of 1991, and 49 Code of Federal
Regulations (CFR) Parts 653 and 654, superseded by Part 655 in 2002, regarding Drug
and Alcohol Testing, and the FTA Drug and Alcohol testing requirements. The required
testing includes pre-employment testing, testing after an accident, testing when there is
reasonable suspicion, random testing, and testing before returning to duty to perform
sensitive safety functions after a positive drug test.
2. Audit and Inspection
City shall permit the authorized representatives of Moorpark, the Ventura County
Transportation Commission (VCTC), the USDOT and the Controller General of the
United States to inspect and audit all data and records of City relating to its performance
under this Agreement.
City also shall maintain all required records relating to this project for at least three (3)
years after Moorpark makes final payment and all other pending matters are closed.
3. Clean Water
City agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 United States
Code (USC) Sections 1251 et seg. City agrees to report each violation to Moorpark and
understands and agrees that Moorpark shall, in turn, report each violation as required to
assure notification to FTA and the appropriate Environmental Protection Agency (EPA)
Regional Office. City also agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the
subcontract includes services for Moorpark.
DPW:940-10 105
Page 15 of 20
4. Equal Employment Opportunity
In connection with the execution of this Agreement, City shall not discriminate against
any employee or applicant for employment because of age, religion, color, sex, sexual
orientation, national origin, marital status, or any disability not limiting the ability of the
person to perform the job contemplated. City shall take affirmative action to ensure that
applicants are employed, and that employees are treated during their employment,
without regard to their age, race, religion, color, sex, sexual orientation, national origin,
marital status, or any disability not limiting the ability of the person to perform the job
contemplated. Such actions shall include, but not be limited to the following:
Employment, up -grading, demotion, or transfer; recruitment, or recruitment advertising;
layoff, or termination; rates of pay, or other forms of compensation; and selection for
training, including apprenticeship. Such shall be in compliance with Executive Order
11246 amended by Executive Order 11375 and amended by Executive Order 11478
and as supplemented in United States Department of Labor (USDOL) regulations 41
CFR Part 60.
In connection with the execution of this Agreement, City shall comply with all aspects of
the Federal Immigration and Naturalization Act of 1986.
5. Conservation
City shall recognize mandatory standards and policies relating to energy efficiency that
are contained in the State energy conservation plan issued in compliance with the
Federal Energy Policy and Conservation Act 42 USC, Sections 6321 et seg.
6. Clean Air
City agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act, as amended, 42 USC Sections 7401 et seg. City agrees
to report each violation to Moorpark and understands and agrees that Moorpark shall, in
turn, report each violation as required to assure notification to FTA and the appropriate
EPA Regional Office. City also agrees to include these requirements in each
subcontract exceeding $100,000 financed in whole or in part with Federal assistance by
FTA if the subcontract includes services for Moorpark.
7. Title VI of the Civil Rights Act of 1964
During the performance of this Agreement, City, for itself, its assignees and successors
in interest agrees as follows:
A. Compliance with Regulations: City shall comply with the Regulations relative to
nondiscrimination in federally assisted programs of the USDOT 49 CFR, Part 21, as
they may be amended from time to time, (Regulations), which are herein
incorporated by reference and made a part of this Agreement.
DPW:940-10 106
Page 16 of 20
B. Nondiscrimination: City, with regard to the work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, or national origin in
the selection and retention of subcontractors, including procurement of materials
and leases of equipment City shall not participate either directly or indirectly in the
discrimination prohibited by Part 21.5 of the Regulations, including employment
practices when the contract covers a program set forth in the Regulations. The
proposal should include a statement by City certifying its compliance with the
Regulations.
C. Solicitations for Subcontractors, Including Procurement of Materials and
Equipment: In all solicitations either by competitive bidding or negotiation made by
City for work to be performed under a subcontract, including procurement of
materials or leases of equipment, each potential subcontractor or supplier shall be
notified by City of City's obligations under this Agreement and the Regulations
relative to non-discrimination on the grounds of race, color, or national origin.
D. Information and Reports: City shall provide all information and reports required
by the Regulations or directives issued pursuant thereto, and shall permit access to
its books, records, accounts, other sources of information, and its facilities as may
be determined by Moorparkor the FTA to be pertinent to ascertain compliance with
such Regulations, orders and instructions. Where any information required of a
Contractor is in the exclusive possession of another who fails or refuses to furnish
this information, City shall so certify to Moorpark or the FTA as appropriate, and
shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of City's noncompliance with
nondiscrimination provisions of this Agreement, Moorpark shall impose sanctions
as it or the FTA may determine to be appropriate, including, but not limited to:
1. Withholding of payments to City under the Agreement until City complies;
and/or
2. Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Incorporation of Provisions: City shall include the provisions of paragraphs "A"
through "E" in every subcontract, including procurement of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant
thereto.
8. Contract Work Hours and Safetv Standards Act (CWHSSA
The CWHSSA, 40 USC Sections 327-333 applies to all agreements over $100,000 that
may require or involve laborers or mechanics. The CWHSSA requires that laborers or
mechanics cannot be required, or permitted, to work more than forty (40) hours in any
workweek unless paid overtime at not less than one and one-half (1.5) times the basic
rate of pay.
DPW:940-10 107
Page 17 of 20
9. No Obligation by the Federal Government
Moorpark and City acknowledge and agree that, notwithstanding any concurrence by
the Federal Government in or approval of the solicitation or award of the underlying
Agreement, absent the express written consent by the Federal Government, the Federal
Government is not a party to this Agreement and shall not be subject to any obligations
or liabilities to Moorpark, City, or any other party (whether or not a party to that
Agreement) pertaining to any matter resulting from the underlying Agreement.
City agrees to include the above clause in each subcontract financed in whole or in part
with Federal assistance provided by FTA. It is further agreed that the clause shall not
be modified, except to identify the subcontractor who will be subject to its provisions.
10. Proaram Fraud and False or Fraudulent Statements or Related Acts
City acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 USC Sections 3801 et seq. and USDOT regulations, "Program
Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this
Agreement. Upon execution of the underlying Agreement, City certifies or affirms the
truthfulness and accuracy of any statement it has made, it makes, it may make, or
causes to be made, pertaining to the underlying Agreement or the FTA assisted project
for which this Agreement work is being performed. In addition to other penalties that
may be applicable, City further acknowledges that if it makes, or causes to be made, a
false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal
Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on City to the extent the Federal Government deems
appropriate.
City also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government
under a contract connected with a project that is financed in whole or in part with
Federal assistance originally awarded by FTA under the authority of 49 USC Section
5307, the Federal Government reserves the right to impose the penalties of 18 USC
Section 1001 and 49 USC Section 5307(n)(1) on City, to the extent the Federal
Government deems appropriate.
City agrees to include the above two clauses in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is further agreed that the clauses shall
not be modified, except to identify the subcontractor who will be subject to the
provisions.
11. Incorporation of FTA Terms
The provisions in Attachment 3 include, in part, certain Standard Terms and Conditions
required by the USDOT, whether or not expressly set forth in the preceding provisions.
All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1 F,
dated November 1, 2008, as it may be amended from time to time, are hereby
DPW:940-10 108
Page 18 of 20
incorporated in this Agreement reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. City shall not perform any
act, fail to perform any act or refuse to comply with any requests of Moorpark which
would cause Moorpark to be in violation of the FTA terms and conditions.
12. Contracts Involving Federal Privacy Act Requirements
The following requirements apply to City and its employees that administer any system
of records on behalf of the Federal Government under any contract:
(A) City agrees to comply with, and assures the compliance of its employees with,
the information restrictions and other applicable requirements of the Privacy Act
of 1974, 5 USC Section 552(a). Among other things, City agrees to obtain the
express consent of the Federal Government before THOUSAND OAKS or its
employees operate a system of records on behalf of the Federal Government.
City understands that the requirements of the Privacy Act, including the civil
and criminal penalties for violation of that Act, apply to those individuals
involved, and that failure to comply with the terms of the Privacy Act may result
in termination of the underlying Agreement.
(B) City also agrees to include these requirements in each subcontract to
administer any system of records on behalf of the Federal Government
financed in whole or in part with Federal assistance provided by FTA.
(C) City agrees to comply with applicable transit employee protective requirements
as follows:
(1) General Transit Employee Protective Requirements - To the extent that
FTA determines that transit operations are involved, City agrees to carry
out the transit operations work on the underlying contract in compliance
with terms and conditions determined by the U.S. Secretary of Labor to be
fair and equitable to protect the interests of employees employed under
this Agreement and to meet the employee protective requirements of 49
USC Section 5333(b), and USDOL guidelines at 29 CFR Part 215, and
any agreements thereto. These terms and conditions are identified in the
letter of certification from the USDOL to FTA applicable to the FTA
recipient's project from which Federal assistance is provided to support
work on the underlying contract. City agrees to carry out that work in
compliance with the conditions stated in that USDOL letter. The
requirements of this subsection, however, do not apply to any contract
financed with Federal assistance provided by FTA either for projects for
elderly individuals and individuals with disabilities authorized by 49 USC
Section 5310(a)(2), or for projects for non -urbanized areas authorized by
49 USC Section 5311.
DPW:940-10 109
Page 19 of 20
(D) City also agrees to include any applicable requirements in each subcontract
involving transit operations financed in whole or in part with Federal assistance
provided by FTA.
13. FEDERAL CHANGES
City shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the
grant agreements between the VCTC and FTA, as they may be amended or
promulgated from time to time during the term of this Agreement. Failure by City to so
comply shall constitute a material breach of this Agreement. In the event any such
changes significantly affect the cost or the schedule to perform the work, City shall be
entitled to submit a claim for an equitable adjustment under the applicable provisions of
this Agreement.
DPW:940-10 110
Page 20 of 20
Attachment 2
Project Name: Moorpark Fixed Route Maintenance
AGREEMENT FOR GENERAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
CITY OF MOORPARK
THIS AGREEMENT, made and entered into this by
and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter
referred to as "City"), and CITY OF MOORPARK, a municipal corporation (hereinafter
referred to as "Moorpark"). The City and Moorpark agree as follows.-
1.
ollows:
1. RETENTION OF CITY
Moorpark hereby retains City, and City hereby accepts such engagement, to
perform the services described in Section 2. City warrants it has the qualifications,
experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by City are as follows:
Preventive maintenance, general maintenance, and fueling of Moorpark Fixed Route
Transit buses, as set forth in the Scope of Work, attached as Exhibit "A."
3. COMPENSATION AND PAYMENT
(a) Compensation. Fees to City for those services and expenses set forth in the
Schedule of Fees, attached as Exhibit "B", shall be calculated as set forth therein. The
fees set forth in the exhibit shall be binding upon Moorpark for the term of this
Agreement.
(b) Invoice and Payment. All payments shall be made within thirty (30) days
after receipt of written verification from the City of the actual compensation earned, in a
form satisfactory to Moorpark. City shall address invoices as follows:
Moorpark Public Transit Division
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
DPW:940-10
Page 1 of 27 1 1 1
4. EXTRA SERVICES
Moorpark shall pay City for Moorpark authorized extra services, not provided
pursuant to the services described in Section 2, at fees mutually agreed to in writing in
advance by the parties. Unless Moorpark and City have agreed in writing before the
performance of extra services, no liability and no right to claim compensation for extra
services or expenses shall exist.
5. THOUSAND OAKS PROJECT MANAGE
City shall perform the services required under this Agreement under the general
direction of, and coordinated by, City's "Project Manager," who presently is Mike
Houser, Transit Manager.
The term of this Agreement shall run concurrently with Transit Operations
Contract No. 10470-2014, July 1, 2014 to June 30, 2019.
7. ASSIGNMENT OF SUBCONTRACTOR
City shall not assign this Agreement without Moorpark's prior written consent.
8. HOLD HARMLESS AND INDEMNITY
To the fullest extent permitted by law, City shall defend, indemnify and hold
harmless Moorpark and its elected officials, officers, employees, servants, designated
volunteers (collectively, "Indemnitees") from and against all claims, demands, lawsuits,
judgments, damages, losses, injuries or liability, including, without limitation monetary or
property damage, personal injury or wrongful death, and costs or expenses, including
legal counsels' fees and costs of defense (collectively, "Claims") whether actual, alleged
or threatened, which arise out of, pertain to, or relate to, in whole or in part, the
negligent acts or omissions, or willful misconduct, of City, its elected officials, officers,
agents, employees, contractors or consultants, including, without limitation, City's
contracted transit operator, in the performance of this Agreement, except for such
Claims arising from the sole negligence or willful misconduct of Moorpark.
9. INSURANCE
City shall maintain prior to the beginning of, and for the duration of this
Agreement, insurance coverage as specified in Attachment 1.
DPW 940-1 o 112
Page 2 of 27
10. RELATION OF THE PARTIES
City is and shall at all times remain as to Moorpark a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
City shall at all times be under City's exclusive direction and control. Neither Moorpark
nor any of its officers, employees, or agents shall have control over the conduct of City
or any of City's officers, employees, or agents, except as set forth in this Agreement.
City shall not at any time or in any manner represent that it or any of its officers,
employees, or agents are in any manner officers, employees, or agents of Moorpark.
City shall not incur or have the power to incur any debt, obligation, or liability against
Moorpark, or bind Moorpark in any manner.
No employee benefits shall be available to City in connection with the
performance of this Agreement. Except for the fees paid to City as provided in the
Agreement, Moorpark shall not pay salaries, wages, or other compensation to City for
performing services hereunder for Moorpark. Moorpark shall not be liable for
compensation or indemnification to City for injury or sickness arising out of performing
services hereunder.
11. TERMINATION BY CI
Either party, through written notification, may upon sixty (60) calendar days
notice, terminate any portion or all of the services agreed to be performed under this
Agreement. In the event of such termination, City shall have the right and obligation to
immediately assemble work in progress for the purpose of closing out the job. All
compensation for actual work performed and charges outstanding at the time of
termination shall be payable by Moorpark to City within thirty (30) days following
submission of a final statement by City, unless termination is for cause. In such event,
City shall be compensated only to the extent required by law. City or Moorpark, by
notifying the other in writing may, upon seven (7) calendar days notice, terminate with
cause any portion or all of the services agreed to be performed under this Agreement.
In the event a notice of termination is provided by one party to this Agreement for
causable action, the other party to the Agreement will be given seven (7) calendar days
to correct the causable action before termination of the Agreement takes place.
12. CORRECTIONS
The City shall correct, at its expense, all errors in the work which may be
disclosed during the Moorpark's review of the City's work.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by City of the final payment made under this Agreement shall
operate as and be a release of Moorpark from all claims and liabilities for compensation
to City for anything done, furnished or relating to City's work or services. Acceptance of
payment shall be any negotiation of Moorpark's check or the failure to make a written
DPW:940-10 113
Page 3 of 27
extra compensation claim within five (5) calendar days of the receipt of that check,
whichever occurs first.
14. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of
this Agreement by the other party, irrespective of the length of time for which such
failure continues, shall not constitute a waiver of such party's right to demand strict
compliance by such other party in the future. No waiver by a party of a default or
breach of the other party shall be effective or binding upon such party unless made in
writing by such party, and no such waiver shall be implied from any omissions by a
party to take any action with respect to such default or breach. No express written
waiver of a specified default or breach shall affect any other default or breach, or cover
any other period of time, other than any default or breach and/or period of time
specified. All of the remedies permitted or available to a party under this Agreement, or
at law or in equity, shall be cumulative and alternative, and invocation of any such right
or remedy shall not constitute a waiver or election of remedies with respect to any other
permitted or available right of remedy.
14.1 PERFORMANCE STANDARDS
Moorpark reserves the right to assess Performance Standards specified in
Exhibit "C".
15. NON -APPROPRIATION OF FUNDS
Payments due and payable to City for current services are within the current
budget and within an available, unexhausted and unencumbered appropriation of
Moorpark's funds. In the event Moorpark has not appropriated sufficient funds for
payment of City's services beyond the current fiscal year, this Agreement shall cover
only those costs incurred up to the conclusion of the current fiscal year.
16. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN PARTIES
This Agreement, and the rights and obligations of the parties, shall be governed
and interpreted in accordance with the laws of the State of California. 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 provisions of this Agreement shall be construed as a
whole according to its common meaning of purpose of providing a public benefit and not
strictly for or against any party. Wherever required by the context, the singular shall
include the plural and vice versa, and the masculine gender shall include the feminine
or neutral genders or vice versa. The captions or headings in this Agreement are for
convenience only and in no other way define, limit or describe the scope or intent of any
provision or section of the Agreement. Except for City's proposals and submitted
representations for obtaining this Agreement, this Agreement supersedes any other
agreements, either oral or in writing, between the parties hereto with respect to the
rendering or services, and contains all of the covenants and agreements between the
DPW:940-10 114
Page 4 of 27
parties with respect to said services. Any modifications of this Agreement will be
effective only if it is in writing and signed by the party to be charged.
17. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid
and minimize the damages resulting from the conduct of the other party.
18. MODIFICATION OF AGREEMENT
The tasks described in this Agreement and all other terms of this Agreement may
be modified only upon mutual written consent of Moorpark and City.
19. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its
behalf and bind said party and its respective administrators, officers, directors,
shareholders, divisions, subsidiaries, agents, employees, successors, assigns,
principals, partners, joint venturers, insurance carriers and any others who may claim
through it to this Agreement.
20. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions will nevertheless continue in
full force without being impaired or invalidated in any way.
21. NOTICES
Any notice required to be given hereunder shall be deemed to have been given
by depositing said notice in the United States mail, postage prepaid, and addressed as
follows:
TO CITY: Mike Houser, Transit Manager
City of Thousand Oaks
Municipal Service Center
1993 Rancho Conejo Boulevard
Thousand Oaks, CA 91320
DPW:940-10 115
Page 5 of 27
TO MOORPARK: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
22. PERMITS AND LICENSES
City, at its sole expense, shall obtain and maintain during the term of this
Agreement all appropriate permits, licenses, and certificates that may be required in
connection with the performance of services under this Agreement.
23. LEGAL RESPONSIBILITIES
City shall keep itself informed of local, state and federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this Agreement. City shall at all times observe and comply with all
such laws and regulations, including but not limited to the Americans with Disabilities
Act, Federal Transit Administration (FTA) Requirements as specified in Exhibit "D", and
Occupational Health and Safety Administration laws and regulations. Moorpark, and its
officers and employees, shall not be liable at law or in equity occasioned by failure of
City to comply with this Section.
DPW:940-10 116
Page 6 of 27
In concurrence and witness whereof, this Agreement has been executed by the
parties effective on the date and year first above written.
CITY OF MOORPARK
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
APPROVED AS TO ADMINISTRATION:
Steven Kueny, City Manager
CITY OF THOUSAND OAKS
Andrew P. Fox, Mayor
Linda D. Lawrence, City Clerk
Scott Mitnick, City Manager
DPW:940-10 117
Page 7 of 27
EXHIBIT A
SCOPE OF WORK
City accepts responsibility for and shall perform, through the use of City's Fleet
Maintenance Staff, shall perform preventive maintenance, general maintenance, and
vehicle fueling of Moorpark's Fixed Route transit fleet.
1. Management:
City shall provide management at a level sufficient to oversee the
performance of the services required under this Agreement.
2. Vehicles:
Moorpark has three (3) 2010 thirty-two (32) foot EI Dorado EZ Rider II
compressed natural gas (CNG) buses and two (2) 2005 twenty-eight (28) foot EI
Dorado MST II diesel buses. The two (2) MST II buses are also equipped with
particulate matter traps that require electrical infrastructure at City's
maintenance facility for routine recharging (burn -off cycle) of the particulate
matter trap. Electrical requirements are:
Voltage: 208 +/-5 volts at the plug under load
Power: 2800 W at 208 VAC
Cycle: 60 Hz
Ground fault interrupt: In accordance with local laws and regulations
In addition to the five (5) Moorpark -owned vehicles provided by Moorpark,
City shall be able to provide a Dial -A -Ride van subject to Moorpark's written
approval or Thousand Oaks Transit bus on an emergency basis if more than
three (3) Moorpark buses are out of service.
Except for normal wear and tear, Moorpark vehicles shall be returned to
Moorpark in the same condition as they were received by City at the end of
the term this Agreement or when the Agreement is terminated.
3. Vehicle Maintenance:
City shall perform the duties and accept the responsibilities set forth in
connection with the maintenance of Moorpark's vehicles and City's backup
vehicle, referred to in this section as "vehicles". The omission of a duty or
responsibility herein shall not relieve City of its obligation to perform such duty or
accept such responsibility, so long as it is usual, customary and generally
accepted within the public transportation industry as being an integral element
of operating a fixed route public transportation system of a kind and character
such as Moorpark City Transit. City shall be solely responsible for maintaining
the vehicles, including tires, in the same operating condition and appearance in
which they were received, subject to reasonable wear and tear based on
mileage and age. Replacement tires are to be OEM quality or a grade better.
During the Agreement period, Moorpark staff may have immediate and
DPW:940-10
118
Page 8 of 27
unrestricted access to all vehicles and all maintenance records during planned
or unannounced inspections of City's facility.
Failure by City to maintain Moorpark vehicles to maintenance standards as
defined by the manufacturer's technical manual may result in the vehicles being
repaired by Moorpark at City's expense. City shall perform all routine preventive
maintenance, heavy repair, and running repairs necessary to keep Moorpark
vehicles in a safe, reliable, and well maintained condition.
4. Maintenance Facility:
City shall provide and maintain an appropriate fixed maintenance facility within a
thirty-five (35) mile radius from Moorpark City Hall, 799 Moorpark Avenue,
Moorpark, California. Moorpark vehicles shall be stored at the facility when not
in service. The facility shall be equipped with all tools and equipment necessary
for maintenance of vehicles in accordance with this Agreement. When out -of -
service, Moorpark vehicles shall be stored at all times either within an enclosed,
paved garage, or within a paved, security -fenced outside storage area.
City shall be permitted to store one (1) of Moorpark's buses at the Thousand
Oaks Transportation Center (Transportation Center), located at 265 S.
Rancho Road, Thousand Oaks, California, in order to provide expedited
response times when a Moorpark bus is needed in the event of a breakdown
of one of Moorpark's in-service vehicles.
5. Daily Maintenance:
City or the City's contracted transit operator shall perform daily vehicle
inspection and servicing on all vehicles under this Agreement. For purposes of
this Agreement, daily inspection and servicing will include, but not be limited to,
fueling; engine oil, coolant, water, and transmission fluid check/add; farebox
vault pulling and replacement; wheelchair ramp/lift check; brake check; light and
flasher check; and check all vehicle performance defects reported by drivers to
identify potential safety and reliability items requiring immediate attention. City
or the City's contracted transit operator shall develop, implement and maintain a
written checklist of items included in the daily servicing of the vehicles. The
checklist, subject to Moorpark's written approval, shall be utilized and kept on
file for Moorpark and CHP review at any time during regular business hours.
The checklist requirement may incorporate or supplement CHP required driver's
pre -trip safety inspections.
6. Vehicle Cleaning:
City and the City's contracted transit operator shall maintain vehicles in a clean
and neat condition at all times.
The interior of the vehicles shall be kept free of litter and debris to the maximum
extent practicable throughout the operating day. Vehicles shall be swept and
dusted daily. Interior panels, windows, and upholstery shall be cleaned of
marks as necessary. The interiors of all vehicles shall be thoroughly washed at
DPW 940-10
119
Page 9 or 27
least once per week, including all windows, seats, floor, stanchions, and
grabrails. All foreign matter such as gum, grease, dirt, and graffiti shall be
removed from interior surfaces during the interior cleaning process. Any
damage to seat upholstery shall be repaired as soon as possible. Ceilings and
walls shall be thoroughly cleaned at least once per month, or more often as
necessary. Destination sign interior glass shall be cleaned as necessary to
maintain a clean appearance and maximize visibility.
The exteriors of vehicles shall be washed as required to maintain a clean,
inviting appearance and in no event less than once per week. Exterior washing
shall include the bus body, all windows, and wheels. Rubber or vinyl exterior
components such as tires, bumper fascia, fender shirts, and door edge guards
shall be cleaned and treated with a preservative at least once per month, or as
necessary to maintain an attractive appearance. At least every ninety (90)
days, City's contracted transit operator shall provide a full detail of Moorpark's
vehicles as described in Exhibit A, Scope of Work, Contract 10470-2014,
dated May 27, 2014.
The vehicles shall be kept free of vermin and insects at all times. City shall
exterminate all vermin and insects from the vehicles immediately upon their
discovery, utilizing safe and non -hazardous materials.
7. Preventive Maintenance:
City shall develop and implement a preventive maintenance program. All
preventive maintenance, and preventive maintenance inspections, shall be
performed by City. At a minimum, City's preventive maintenance program shall
adhere to the preventive maintenance schedules and standards of the industry,
and shall meet the manufacturer's specifications and be sufficient so as not to
invalidate or lessen warranty coverage, or operation, of Moorpark's vehicles.
Adherence to preventive maintenance schedules shall not be regarded as
reasonable cause for deferred maintenance in specific instances where City's
employees observe that maintenance is needed in advance of schedule.
City shall not defer maintenance for any reason without the prior written consent
of Moorpark's City Manager or the City Manager's designee. City 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.
Moorpark, at its own expense, may inspect Moorpark's vehicles to ensure that
regular preventive maintenance is being performed.
DPW:940-10 120
Page 10 of 27
8. Vehicle Repairs:
All repairs to Moorpark vehicles shall be performed by City and shall be
included in the final Agreement cost. City shall be permitted to use third -party
vendors (Sub -let) when repairs or services to Moorpark vehicles require
specialized expertise. Sub -let repairs shall be included in the final Agreement
cost. Repairs shall include, but not be limited to, work to correct loss or
damage; adjustments due to normal wear and tear; and overhaul, rebuilding or
replacement of components. All required parts shall be new and meet
manufacturer's specifications.
Repair work shall be conducted as soon as practicable upon learning that such
work is required. City shall perform repair work expeditiously in response to
identification of problems by drivers or other staff members. City shall assure
Moorpark that required repairs shall not be deferred beyond a reasonable time.
City shall be familiar with vehicle and equipment warranties and shall comply
with all warranty provisions in the conduct of its maintenance.
City, at no cost to Moorpark, shall provide all Moorpark vehicle body repair work
and painting/decaling resulting from vehicle accidents. All bodywork and
painting/decaling shall be performed to industry best standards or Moorpark's
specifications.
Any repair work not considered routine, that has an estimated cost in excess of
$2,500 shall be pre -authorized by Moorpark's City Manager or the City
Manager's designee before the work is performed.
Whenever repair work involves items under warranty, City's Fleet staff shall
perform repairs as to not void the warranty. Whenever possible, City's Fleet
staff shall inform Moorpark's City Manager or the City Manager's designee of
the work required involving warranted components prior to beginning work.
9. Vehicle Towing:
In the event that towing of a Moorpark vehicle is required due to mechanical
failure, Moorpark shall be responsible for paying for towing services. In the
event of accident, City's contracted transit operator shall be responsible for
paying for towing services.
10. Maintenance Records and Reports:
City shall prepare, maintain, and make available to City 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 so as to fulfill any applicable state or federal
requirements, as well as any needs of Moorpark to enable it to accurately
evaluate City's maintenance performance and the operating expense
associated with Moorpark -owned vehicles.
DPW:940-10 121
Page 11 of 27
Records of all maintenance and inspections shall be made available to
Moorpark, the CHP and/or such other regulatory agencies with jurisdiction when
requested. Moorpark maintains the right to inspect, examine and test, at any
reasonable time, any vehicles used in performance of this Agreement and any
equipment used in the performance of maintenance work in order to ensure
compliance with this Agreement. Such inspection shall not relieve City of the
obligation to continually monitor the condition of all vehicles and to identify and
correct all substandard or unsafe conditions immediately upon discovery.
City shall prepare and maintain records and reports that shall include, but are
not limited to, the following:
A. Daily vehicle inspection and servicing checklists.
B. Work orders for all maintenance inspections, warranty repairs and other
vehicle repairs including materials, parts and labor consumed.
C. Road call reports, or work order, for each road call identifying date and time,
vehicle number, problem, and mileage of vehicle.
D. All fuel, fluids, and lubricants used.
E. Monthly summary of vehicle miles, vehicle miles since last preventive
maintenance inspection, a list of any vehicle repairs made, number and
length of time a backup vehicle was used, and vehicle road calls.
11. Staffing:
City shall maintain qualified mechanics on duty during the hours of 6:30 am —
5:00 pm, Monday through Friday (except City holidays) and on-call at all other
times.
Mechanics are required to possess a valid California driver's license with the
proper endorsement for the operation of the type of vehicles to be used. City
shall provide thorough training for all personnel for the proper performance of
their duties. Mechanics shall also be thoroughly trained on the use of all
equipment on Moorpark vehicles.
City's mechanics shall be employed by City and shall be appropriately trained in
accordance with City's established Job Safety Program.
12.Vehicle Fueling:
City's Fleet staff or contracted transit operator shall fuel Moorpark's vehicles
at the Thousand Oaks Municipal Services Center fueling facility and Moorpark
shall be responsible for all fuel. Moorpark shall not be billed for time to fuel
vehicles.
DPW:940-10 122
Page 12 of 27
13.Monthly Reporting:
City shall be required to maintain maintenance records for this service as
deemed necessary by Moorpark.
City shall be responsible for submission of monthly service summary reports
to Moorpark. These reports, to be submitted by City within fifteen (15)
business days of the end of each calendar month, shall include, but not be
limited to, the following:
A. Listing of all vehicle breakdowns/road calls occurring while in service with
a description of the cause and corrective actions taken.
B. Date, time, and length of time for any service disruptions.
C. A monthly summary of vehicle miles, vehicle miles since last preventive
maintenance inspection, a list of any vehicle repairs made, and number
and length of time a backup vehicle was used.
D. Missed or abbreviated route trips, delays or unusual incidents while on
d uty.
14. Meetings and Contact Information:
City shall make administrative staff available to attend two (2) meetings per year
of Moorpark's Transportation and Public Works Committee. Moorpark shall
notify City, in advance, of any meeting City is required to attend. City shall
provide Moorpark with emergency and after hours contact telephone numbers
and pagers that Moorpark may use, as necessary, to communicate with City
after normal working hours.
15. Notification of Service Disruptions:
City shall notify Moorpark, at the first available opportunity, but no later than one
(1) hour after City is made aware, of any vehicle breakdowns or other problems
that may cause service disruptions.
16. Spare Parts:
City shall maintain an adequate supply of spare parts to minimize down time for
routine maintenance and inspections. Specialized parts will be ordered as
expeditiously as possible to minimize down time. City will seek pre -approval
with Moorpark's City Manager or the City Manager's designee before placing an
order for any part with a base cost in excess of $1,000 and shall not place into
inventory spares any part with a base price in excess of $500 without approval
of Moorpark's City Manager or the City Manager's designee. At the conclusion
of the Agreement, City shall return any spare parts, keys, and manuals supplied
to City by Moorpark. Moorpark shall be responsible to reimburse City for any
spare parts in inventory that cannot be returned for credit at the conclusion of
the Agreement.
DPW:940-10 123
Page 13 of 27
SCHEDULE OF FEES
Billing of all routine and pre -approved maintenance services shall be at the City's usual
and customary rates for like services and will be according to the following schedule of
fees:
Labor: $95.00 per hour
Parts: Cost plus 35 percent
Sub -let: Cost plus 15 percent
Fuel: Cost plus $0.20 per gallon or gasoline gallon equivalent (CNG)
Costs shall be fixed for year one of the Agreement and City shall notify Moorpark at least
30 days in advance of any changes to the schedule of fees in future years.
Any special repair or maintenance services that fall outside this Agreement, for example
the installation of additional equipment on to the buses, will be at a price to be negotiated
in writing, agreeable to City and Moorpark.
DPW 940-10 124
Page 14 of 27
PERFORMANCE STANDARDS
FIXED ROUTE TRANSIT PREVENTIVE MAINTENANCE
City shall maintain vehicles according to the most current maintenance practices in
order to ensure Fixed Route Operations continue uninterrupted except where service is
interrupted for those reasons stated herein.
City shall strive at all times to provide service in a manner that shall ensure responsive
service to participants, while at the same time maximize service reliability and safety. In
order to identify key areas of concern to Moorpark, various performance standards are
described below for which liquidated damage fines may be assessed when service falls
below the standard.
It is agreed any breach of this Agreement by City could result in substantial damages
and injury to the public and Moorpark in amounts which are difficult to ascertain with
specificity at this time. Therefore, certain dollar amounts are established here for the
identified standards. Liquidated damages shall be waived if service disruption was the
result of a manufacturer defect.
The performance standards described in Exhibit D, Transit Operator, Contract No.
10470-2014 shall apply to this Agreement. In addition, the following two performance
measures shall apply specifically to this Agreement.
Additional verifiable complaints against City may occur that are not listed above.
Moorpark may, at its sole option, notwithstanding other rights and remedies, assess City
with liquidated damages at the rate of $200.00 per day to compensate Moorpark for
staff time spent investigating the complaint until time that complaint is remedied. Said
assessment shall be deducted from any payments due or to become due to City under
the terms of the Agreement. No payment by Moorpark shall be construed as a waiver
of Moorpark's right to deduct the assessment and the assessment may be deducted
from any subsequent payment.
DPW940-10 125
Page 15 of 27
$200 if breakdowns exceed
Breakdown shall not exceed 5%
Vehicle
of the total trips scheduled during
5% of total trips scheduled in
breakdowns and
each quarter.
a quarter.
availability of
backup vehicles
A backup bus shall be available
$75 per day if a backup bus
at all times.
is not available.
Preventive
One hundred percent (100%)
Maintenance
preventive maintenance
$75 per vehicle per missed
Inspections
inspections to be completed as
inspection.
scheduled.
Additional verifiable complaints against City may occur that are not listed above.
Moorpark may, at its sole option, notwithstanding other rights and remedies, assess City
with liquidated damages at the rate of $200.00 per day to compensate Moorpark for
staff time spent investigating the complaint until time that complaint is remedied. Said
assessment shall be deducted from any payments due or to become due to City under
the terms of the Agreement. No payment by Moorpark shall be construed as a waiver
of Moorpark's right to deduct the assessment and the assessment may be deducted
from any subsequent payment.
DPW940-10 125
Page 15 of 27
Force Majeure:
City shall be excused from performance as described above during the time and to the
extent that it is prevented from performing in the customary manner by force majeure, fire,
flood, war, riot, civil disturbance, vandalism, terrorism, epidemic, quarantine, strike,
lockout, labor dispute, freight embargo, rationing or unavailability of materials or products,
loss of transportation facilities, commandeering of equipment, materials, products, plants,
or facilities of government, or any other occurrences or circumstances which are beyond
the control of City.
DPW:940-10 126
Page 16 of 27
EXHIBIT D
FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS
(EXCERPT AS OF MAY 2010)
1. Medical/Drug/Alcohol Testing
City shall require pre-employment medical examinations, including drug testing, for all
prospective drivers and other safety sensitive employees of City. In addition, for any
prospective employee who held prior safety -sensitive positions for another United
States Department of Transportation (USDOT)-funded employer, City shall, after
obtaining the required permission, check with those previous employers for any prior
positive test results. Additionally, City must have an anti-drug program established for
employees under the Congressionally Mandated Drug -Free Workplace Act.
City shall comply with the Congressionally Mandated Drug -Free Workplace Act of 1988,
the Omnibus Transportation Employee Testing Act of 1991, and 49 Code of Federal
Regulations (CFR) Parts 653 and 654, superseded by Part 655 in 2002, regarding Drug
and Alcohol Testing, and the FTA Drug and Alcohol testing requirements. The required
testing includes pre-employment testing, testing after an accident, testing when there is
reasonable suspicion, random testing, and testing before returning to duty to perform
sensitive safety functions after a positive drug test.
2. Audit and Inspection
City shall permit the authorized representatives of Moorpark, the Ventura County
Transportation Commission (VCTC), the USDOT and the Controller General of the
United States to inspect and audit all data and records of City relating to its performance
under this Agreement.
City also shall maintain all required records relating to this project for at least three (3)
years after Moorpark makes final payment and all other pending matters are closed.
3. Clean Water
City agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 United States
Code (USC) Sections 1251 et seg. City agrees to report each violation to Moorpark and
understands and agrees that Moorpark shall, in turn, report each violation as required to
assure notification to FTA and the appropriate Environmental Protection Agency (EPA)
Regional Office. City also agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the
subcontract includes services for Moorpark.
DPW:940-10 127
Page 17 of 27
4. Equal Employment Opportunity
In connection with the execution of this Agreement, City shall not discriminate against
any employee, or applicant for employment because of age, religion, color, sex, sexual
orientation, national origin, marital status, or any disability not limiting the ability of the
person to perform the job contemplated. City shall take affirmative action to ensure that
applicants are employed, and that employees are treated during their employment,
without regard to their age, race, religion, color, sex, sexual orientation, national origin,
marital status, or any disability not limiting the ability of the person to perform the job
contemplated. Such actions shall include, but not be limited to the following:
Employment, up -grading, demotion, or transfer; recruitment, or recruitment advertising;
layoff, or termination; rates of pay, or other forms of compensation; and selection for
training, including apprenticeship. Such shall be in compliance with Executive Order
11246 amended by Executive Order 11375 and amended by Executive Order 11478
and as supplemented in United States Department of Labor (USDOL) regulations 41
CFR Part 60.
In connection with the execution of this Agreement, City shall comply with all aspects of
the Federal Immigration and Naturalization Act of 1986.
5. Conservation
City shall recognize mandatory standards and policies relating to energy efficiency that
are contained in the State energy conservation plan issued in compliance with the
Federal Energy Policy and Conservation Act 42 USC, Sections 6321 et sea.
6. Clean Air
City agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act, as amended, 42 USC Sections 7401 et seq. City agrees
to report each violation to Moorpark and understands and agrees that Moorpark shall, in
turn, report each violation as required to assure notification to FTA and the appropriate
EPA Regional Office. City also agrees to include these requirements in each
subcontract exceeding $100,000 financed in whole or in part with Federal assistance by
FTA if the subcontract includes services for Moorpark.
7. Title VI of the Civil Rights Act of 1964
During the performance of this Agreement, City, for itself, its assignees and successors
in interest agrees as follows:
A. Compliance with Regulations: City shall comply with the Regulations relative to
nondiscrimination in federally assisted programs of the USDOT 49 CFR, Part 21, as
they may be amended from time to time, (Regulations), which are herein
incorporated by reference and made a part of this Agreement.
DPW:940-10
128
Page 18 of 27
B. Nondiscrimination: City, with regard to the work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, or national origin in
the selection and retention of subcontractors, including procurement of materials
and leases of equipment City shall not participate either directly or indirectly in the
discrimination prohibited by Part 21.5 of the Regulations, including employment
practices when the contract covers a program set forth in the Regulations. The
proposal should include a statement by City certifying its compliance with the
Regulations.
C. Solicitations for Subcontractors, Including Procurement of Materials and
Equipment: In all solicitations either by competitive bidding or negotiation made by
City for work to be performed under a subcontract, including procurement of
materials or leases of equipment, each potential subcontractor or supplier shall be
notified by City of City's obligations under this Agreement and the Regulations
relative to non-discrimination on the grounds of race, color, or national origin.
D. Information and Reports: City shall provide all information and reports required
by the Regulations or directives issued pursuant thereto, and shall permit access to
its books, records, accounts, other sources of information, and its facilities as may
be determined by Moorparkor the FTA to be pertinent to ascertain compliance with
such Regulations, orders and instructions. Where any information required of a
Contractor is in the exclusive possession of another who fails or refuses to furnish
this information, City shall so certify to Moorpark or the FTA as appropriate, and
shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of City's noncompliance with
nondiscrimination provisions of this Agreement, Moorpark shall impose sanctions
as it or the FTA may determine to be appropriate, including, but not limited to:
1. Withholding of payments to City under the Agreement until City complies;
and/or
2. Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Incorporation of Provisions: City shall include the provisions of paragraphs "A"
through "E" in every subcontract, including procurement of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant
thereto.
8. Contract Work Hours and Safety Standards Act (CWHSSA)
The CWHSSA, 40 USC Sections 327-333 applies to all agreements over $100,000 that
may require or involve laborers or mechanics. The CWHSSA requires that laborers or
mechanics cannot be required, or permitted, to work more than forty (40) hours in any
workweek unless paid overtime at not less than one and one-half (1.5) times the basic
rate of pay.
DPW:940-10 129
Page 19 of 27
9. No Obligation by the Federal Government
Moorpark and City acknowledge and agree that, notwithstanding any concurrence by
the Federal Government in or approval of the solicitation or award of the underlying
Agreement, absent the express written consent by the Federal Government, the Federal
Government is not a party to this Agreement and shall not be subject to any obligations
or liabilities to Moorpark, City, or any other party (whether or not a party to that
Agreement) pertaining to any matter resulting from the underlying Agreement.
City agrees to include the above clause in each subcontract financed in whole or in part
with Federal assistance provided by FTA. It is further agreed that the clause shall not
be modified, except to identify the subcontractor who will be subject to its provisions.
10. Program Fraud and False or Fraudulent Statements or Related Acts
City acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 USC Sections 3801 et seq. and USDOT regulations, "Program
Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this
Agreement. Upon execution of the underlying Agreement, City certifies or affirms the
truthfulness and accuracy of any statement it has made, it makes, it may make, or
causes to be made, pertaining to the underlying Agreement or the FTA assisted project
for which this Agreement work is being performed. In addition to other penalties that
may be applicable, City further acknowledges that if it makes, or causes to be made, a
false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal
Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on City to the extent the Federal Government deems
appropriate.
City also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government
under a contract connected with a project that is financed in whole or in part with
Federal assistance originally awarded by FTA under the authority of 49 USC Section
5307, the Federal Government reserves the right to impose the penalties of 18 USC
Section 1001 and 49 USC Section 5307(n)(1) on City, to the extent the Federal
Government deems appropriate.
City agrees to include the above two clauses in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is further agreed that the clauses shall
not be modified, except to identify the subcontractor who will be subject to the
provisions.
11. Incorporation of FTA Terms
The provisions in Attachment 3 include, in part, certain Standard Terms and Conditions
required by the USDOT, whether or not expressly set forth in the preceding provisions.
All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F,
dated November 1, 2008, as it may be amended from time to time, are hereby
DPW:940-10 130
Page 20 of 27
incorporated in this Agreement reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. City shall not perform any
act, fail to perform any act or refuse to comply with any requests of Moorpark which
would cause Moorpark to be in violation of the FTA terms and conditions.
12. Contracts Involving Federal Privacy Act Requirements
The following requirements apply to City and its employees that administer any system
of records on behalf of the Federal Government under any contract:
(A) City agrees to comply with, and assures the compliance of its employees with,
the information restrictions and other applicable requirements of the Privacy Act
of 1974, 5 USC Section 552(x). Among other things, City agrees to obtain the
express consent of the Federal Government before THOUSAND OAKS or its
employees operate a system of records on behalf of the Federal Government.
City understands that the requirements of the Privacy Act, including the civil
and criminal penalties for violation of that Act, apply to those individuals
involved, and that failure to comply with the terms of the Privacy Act may result
in termination of the underlying Agreement.
(B) City also agrees to include these requirements in each subcontract to
administer any system of records on behalf of the Federal Government
financed in whole or in part with Federal assistance provided by FTA.
(C) City agrees to comply with applicable transit employee protective requirements
as follows:
(1) General Transit Employee Protective Requirements - To the extent that
FTA determines that transit operations are involved, City agrees to carry
out the transit operations work on the underlying contract in compliance
with terms and conditions determined by the U.S. Secretary of Labor to be
fair and equitable to protect the interests of employees employed under
this Agreement and to meet the employee protective requirements of 49
USC Section 5333(b), and USDOL guidelines at 29 CFR Part 215, and
any agreements thereto. These terms and conditions are identified in the
letter of certification from the USDOL to FTA applicable to the FTA
recipient's project from which Federal assistance is provided to support
work on the underlying contract. City agrees to carry out that work in
compliance with the conditions stated in that USDOL letter. The
requirements of this subsection, however, do not apply to any contract
financed with Federal assistance provided by FTA either for projects for
elderly individuals and individuals with disabilities authorized by 49 USC
Section 5310(a)(2), or for projects for non -urbanized areas authorized by
49 USC Section 5311.
DPW:940-10 131
Page 21 of 27
(D) City also agrees to include any applicable requirements in each subcontract
involving transit operations financed in whole or in part with Federal assistance
provided by FTA.
13. FEDERAL CHANGES
City shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the
grant agreements between the VCTC and FTA, as they may be amended or
promulgated from time to time during the term of this Agreement. Failure by City to so
comply shall constitute a material breach of this Agreement. In the event any such
changes significantly affect the cost or the schedule to perform the work, City shall be
entitled to submit a claim for an equitable adjustment under the applicable provisions of
this Agreement.
DPW:940-10 132
Page 22 of 27
ATTACHMENT 1
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, City will maintain
insurance in conformance with the requirements set forth below. City will use existing
coverage to comply with these requirements. If that existing coverage does not meet
requirements set forth here, City agrees to amend, supplement or endorse the existing
coverage to do so. City acknowledges that the insurance coverage and policy limits set
forth in this section constitute the minimum amount of coverage required. Any
insurance proceeds available to Moorpark in excess of the limits and coverage required
in this Agreement and which is applicable to a given loss, will be available to Moorpark.
City shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
"Commercial General Liability" policy form CG 00 01 or 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 $5,000,000 per occurrence for all covered losses and no less than
$10,000,000 general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $5,000,000 per accident. If City owns no vehicles, this
requirement may be satisfied by a non -owned auto endorsement to the general liability
policy described above. If City or City's employees will use personal autos in any way
on this project, City shall provide evidence of personal auto liability for each such
person.
Workers' Compensation on a state -approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease. City shall submit to City, along with the certificate of insurance, a waiver of
subrogation endorsement in favor of City, its officers, agents, employees and
volunteers.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Coverage shall be provided on a "pay on behalf' basis, with defense costs
payable in addition to policy limits. Policy shall contain a provision obligating insurer at
the time insured's liability is determined, not requiring actual payment by the insured
first. There shall be no cross liability exclusion precluding coverage for claims or suits
by one insured against another. Coverage shall be applicable to Moorpark for injury to
employees of City, subcontractors or others involved in the Work. The scope of
coverage provided is subject to approval by Moorpark following receipt of proof of
DPW:940-10 133
Page 23 of 27
insurance as required herein. Limits are subject to review but in no event less than
$10,000,000 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 City. City and
Moorpark agree to the following with respect to insurance provided by City:
1. General liability policies shall provide or be endorsed to provide that City and its
officers, officials, employees, and agents shall be additional insureds under such
policies. This provision shall also apply to any excess liability policies. City
agrees to have its insurer endorse the third party general liability coverage
required herein using standard ISO endorsement CG 2010 with an edition prior
to 1992 or other endorsement form that City considers equivalent. City also
agrees to require all contractors and subcontractors to do likewise.
2. All insurance coverage maintained or procured pursuant to this Agreement shall
be endorsed to waive subrogation against City, its elected or appointed officers,
agents, officials, employees and volunteers or shall specifically allow City or
others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. City hereby waives its own right of
recovery against City, and shall require similar written express waivers and
insurance clauses from each of its subcontractors.
3. All insurance coverage and limits provided by City and available or applicable to
this Agreement are intended to apply to the full extent of the policies. Nothing
contained in this Agreement or any other agreement relating to Moorpark 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 Moorpark and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification and
additional requirements by Moorpark, as the need arises. City shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect Moorpark's protection without
Moorpark's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
DPW940-10 134
Page 24 of 27
endorsement to City's general liability policy, shall be delivered to City at or prior
to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled or reduced
at any time and no replacement or supplemental coverage is provided, Moorpark
has the right, but not the duty, to obtain any insurance it deems necessary to
protect its interests under this or any other Agreement and to pay the premium.
Any premium so paid by Moorpark shall be charged to and promptly paid by City
or deducted from sums due City, at Moorpark's option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to
Moorpark of any reduction or cancellation of coverage. City 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 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 City or any subcontractor, is intended to apply first
and on a primary, non-contributing basis in relation to any other insurance or self
insurance available to Moorpark.
10. City agrees to ensure that subcontractors, and any other party involved with the
Work who is brought onto or involved in the Work by City, provide the same
minimum insurance required of City. City agrees to monitor and review all such
coverage and assumes all responsibility for ensuring that such coverage is
provided in conformity with the requirements of this section. City agrees that
upon request, all agreements with subcontractors and others engaged in the
Work will be submitted to Moorpark for review.
11. City 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 Moorpark. If City's existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention must
be declared to Moorpark. At that time, Moorpark shall review options with the
City, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
12. Moorpark reserves the right at any time during the term of the Agreement to
change the amounts and types of insurance required by giving the City 90 days
advance written notice of such change. If such change results in substantial
additional cost to the City, Moorpark will negotiate additional compensation
proportional to the increased benefit to Moorpark.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
DPW:940-10 135
Page 25 of 27
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. City acknowledges and agrees that any actual or alleged failure on the part of
Moorpark to inform City of non-compliance with an insurance requirement in no
way imposes any additional obligations to Moorpark nor does it waive any rights
hereunder in this or any other regard.
15. City will renew the required coverage annually as long as Moorpark, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is
canceled or terminated for any reason. Termination of this obligation is not
effective until Moorpark executes a written statement to that effect.
16. City shall provide proof that policies of insurance required herein expiring during
the term of this Agreement have been renewed or replaced with other policies
providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
City's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to Moorpark within
five days of the expiration of coverage.
17. The provisions of any Workers' Compensation or similar act will not limit the
obligations of City under this Agreement. City expressly agrees not to use any
statutory immunity defenses under such laws with respect to Moorpark, its
employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific
reference to a given coverage feature is for purposes of clarification only as it
pertains to a given issue, and is not intended by any party or insured to be
limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts or
impairs the provisions of this section.
21. City agrees to be responsible for ensuring that no contract used by any party
involved in any way with the Work reserves the right to charge Moorpark or City
for the cost of additional insurance coverage required by this Agreement. Any
such provisions are to be deleted with reference to Moorpark. It is not the intent
136
DPW:940-10
Page 26 of 27
of Moorpark to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against Moorpark for payment of
premiums or other amounts with respect thereto.
DPW:940-10 137
Page 27 of 27
Attachment 3
Project Name: Moorpark Dial -a -Ride
AGREEMENT FOR GENERAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
CITY OF MOORPARK
THIS AGREEMENT, made and entered into this by
and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter
referred to as "City"), and CITY OF MOORPARK, a municipal corporation (hereinafter
referred to as "Moorpark"). The City and Moorpark agree as follows:
1. RETENTION OF CITY
Moorpark hereby retains City, and City hereby accepts such engagement, to
perform the services described in Section 2. City warrants it has the qualifications,
experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by City are as follows:
Operation and management of Senior Dial -A -Ride (DAR) and Americans with
Disabilities Act (ADA) Paratransit services in conjunction with Moorpark's local
transportation programs, through City's contracted transit operator as set forth in the
Scope of Work, attached as Exhibit "A."
3. COMPENSATION AND PAYMENT
(a) Compensation. Fees to City for those services and expenses set forth in the
Schedule of Fees, attached as Exhibit "B", shall be calculated as set forth therein. The
fees set forth in the exhibit shall be binding upon Moorpark for the term of this
Agreement. Rates for service will be based on a per ride cost. "Ride" shall be defined
as a pick-up of authorized Senior DAR or ADA participant in the service area with
transportation to another location within the service area.
(b) Invoice and Payment. All payments shall be made within thirty (30) days
after receipt of written verification from the City of the actual compensation earned, in a
form satisfactory to Moorpark. City shall address invoices as follows.-
Moorpark
ollows:
Moorpark Public Transit Division
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
DPW:940-10
Page 1 of 21 138
4. EXTRA SERVICES
Moorpark shall pay City for Moorpark authorized extra services, not provided
pursuant to the services described in Section 2, at fees mutually agreed to in writing in
advance by the parties. Unless Moorpark and City have agreed in writing before the
performance of extra services, no liability and no right to claim compensation for extra
services or expenses shall exist.
5. THOUSAND OAKS PROJECT MANAGER
City shall perform the services required under this Agreement under the general
direction of, and coordinated by, City's "Project Manager," who presently is Mike
Houser, Transit Manager.
6. TERM
The term of this Agreement shall run concurrently with Transit Operations
Contract No. 10470-2014, July 1, 2014 to June 30, 2019.
7. ASSIGNMENT OF SUBCONTRACTOR
City shall not assign this Agreement without Moorpark's prior written consent.
8. HOLD HARMLESS AND INDEMNITY
To the fullest extent permitted by law, City shall defend, indemnify and hold
harmless Moorpark and its elected officials, officers, employees, servants, designated
volunteers (collectively, "Indemnitees") from and against all claims, demands, lawsuits,
judgments, damages, losses, injuries or liability, including, without limitation monetary or
property damage, personal injury or wrongful death, and costs or expenses, including
legal counsels' fees and costs of defense (collectively, "Claims") whether actual, alleged
or threatened, which arise out of, pertain to, or relate to, in whole or in part, the
negligent acts or omissions, or willful misconduct, of City, its elected officials, officers,
agents, employees, contractors or consultants, including, without limitation, City's
contracted transit operator, in the performance of this Agreement, except for such
Claims arising from the sole negligence or willful misconduct of Moorpark. City shall
require its contracted transit operator to similarly agree to defend and indemnify
Moorpark for the acts or omissions of the contracted transit operator or its officers,
agents, employees, contractors or consultants.
DPW:940-10 139
Page 2 of 21
9. INSURANCE
City shall at all times during the term of this Agreement require City's contracted
transit operator to carry the insurance specified in Section 10 ("Insurance") of the
Agreement for Professional Services Between the City and Contract Operator, Contract
No. 10470-2014, dated May 27, 2014. City shall require City's contracted transit
operator to name Moorpark and its elected officials, officers and employees as
additional insured on all liability insurance specified in Section 10 of Agreement for
Professional Services between the City and Contract Operator, Contract No. 10470-
2014, dated May 27, 2014.
10. RELATION OF THE PARTIES
City is and shall at all times remain as to Moorpark a wholly independent
contractor. The personnel performing the services under this Agreement on behalf of
City shall at all times be under City's exclusive direction and control. Neither Moorpark
nor any of its officers, employees, or agents shall have control over the conduct of City
or any of City's officers, employees, or agents, except as set forth in this Agreement.
City shall not at any time or in any manner represent that it or any of its officers,
employees, or agents are in any manner officers, employees, or agents of Moorpark.
City shall not incur or have the power to incur any debt, obligation, or liability against
Moorpark, or bind Moorpark in any manner.
No employee benefits shall be available to City in connection with the
performance of this Agreement. Except for the fees paid to City as provided in the
Agreement, Moorpark shall not pay salaries, wages, or other compensation to City for
performing services hereunder for Moorpark. Moorpark shall not be liable for
compensation or indemnification to City for injury or sickness arising out of performing
services hereunder.
11. TERMINATION BY CITY
Either party, through written notification, may upon sixty (60) calendar days
notice, terminate any portion or all of the services agreed to be performed under this
Agreement. In the event of such termination, City shall have the right and obligation to
immediately assemble work in progress for the purpose of closing out the job. All
compensation for actual work performed and charges outstanding at the time of
termination shall be payable by Moorpark to City within thirty (30) days following
submission of a final statement by City, unless termination is for cause. In such event,
City shall be compensated only to the extent required by law. City or Moorpark, by
notifying the other in writing may, upon seven (7) calendar days notice, terminate with
cause, any portion or all of the services agreed to be performed under this Agreement.
In the event a notice of termination is provided by one party to this Agreement for
causable action, the other party to the Agreement will be given seven (7) calendar days
to correct the causable action before termination of the Agreement takes place.
DPW:940-10
140
Page 3 of 21
12. CORRECTIONS
The City shall correct, at its expense, all errors in the work which may be
disclosed during the Moorpark's review of the City's work.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by City of the final payment made under this Agreement shall
operate as and be a release of Moorpark from all claims and liabilities for compensation
to City for anything done, furnished or relating to City's work or services. Acceptance of
payment shall be any negotiation of Moorpark's check or the failure to make a written
extra compensation claim within five (5) calendar days of the receipt of that check,
whichever occurs first.
14. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of
this Agreement by the other party, irrespective of the length of time for which such
failure continues, shall not constitute a waiver of such party's right to demand strict
compliance by such other party in the future. No waiver by a party of a default or
breach of the other party shall be effective or binding upon such party unless made in
writing by such party, and no such waiver shall be implied from any omissions by a
party to take any action with respect to such default or breach. No express written
waiver of a specified default or breach shall affect any other default or breach, or cover
any other period of time, other than any default or breach and/or period of time
specified. All of the remedies permitted or available to a party under this Agreement, or
at law or in equity, shall be cumulative and alternative, and invocation of any such right
or remedy shall not constitute a waiver or election of remedies with respect to any other
permitted or available right of remedy.
14.1 PERFORMANCE STANDARDS
Moorpark reserves the right to assess Performance Standards specified in
Exhibit "C".
15. NON -APPROPRIATION OF FUNDS
Payments due and payable to City for current services are within the current
budget and within an available, unexhausted and unencumbered appropriation of
Moorpark's funds. In the event Moorpark has not appropriated sufficient funds for
payment of City's services beyond the current fiscal year, this Agreement shall cover
only those costs incurred up to the conclusion of the current fiscal year.
DPW:940-10 141
Page 4 of 21
16. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN PARTIES
This Agreement, and the rights and obligations of the parties, shall be governed
and interpreted in accordance with the laws of the State of California. 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 provisions of this Agreement shall be construed as a
whole according to its common meaning of purpose of providing a public benefit and not
strictly for or against any party. Wherever required by the context, the singular shall
include the plural and vice versa, and the masculine gender shall include the feminine
or neutral genders or vice versa. The captions or headings in this Agreement are for
convenience only and in no other way define, limit or describe the scope or intent of any
provision or section of the Agreement. Except for City's proposals and submitted
representations for obtaining this Agreement, this Agreement supersedes any other
agreements, either oral or in writing, between the parties hereto with respect to the
rendering or services, and contains all of the covenants and agreements between the
parties with respect to said services. Any modifications of this Agreement will be
effective only if it is in writing and signed by the party to be charged.
17. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid
and minimize the damages resulting from the conduct of the other party.
18. MODIFICATION OF AGREEMENT
The tasks described in this Agreement and all other terms of this Agreement may
be modified only upon mutual written consent of Moorpark and City.
19. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its
behalf and bind said party and its respective administrators, officers, directors,
shareholders, divisions, subsidiaries, agents, employees, successors, assigns,
principals, partners, joint venturers, insurance carriers and any others who may claim
through it to this Agreement.
20. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions will nevertheless continue in
full force without being impaired or invalidated in any way.
DPW:940-10 142
Page 5 of 21
21. NOTICES
Any notice required to be given hereunder shall be deemed to have been given
by depositing said notice in the United States mail, postage prepaid, and addressed as
follows:
TO CITY: Mike Houser, Transit Manager
City of Thousand Oaks
Municipal Service Center
1993 Rancho Conejo Boulevard
Thousand Oaks, CA 91320
TO MOORPARK: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
22. PERMITS AND LICENSES
City, at its sole expense, shall obtain and maintain during the term of this
Agreement all appropriate permits, licenses, and certificates that may be required in
connection with the performance of services under this Agreement.
23. LEGAL RESPONSIBILITIES
City shall keep itself informed of local, state and federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this Agreement. City shall at all times observe and comply with all
such laws and regulations, including but not limited to the Americans with Disabilities
Act, Federal Transit Administration (FTA) Requirements as specified in Exhibit "D", and
Occupational Health and Safety Administration laws and regulations. Moorpark, and its
officers and employees, shall not be liable at law or in equity occasioned by failure of
City to comply with this Section.
DPW:940-10 143
Page 6 of 21
In concurrence and witness whereof, this Agreement has been executed by the
parties effective on the date and year first above written.
CITY OF MOORPARK
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
APPROVED AS TO ADMINISTRATION:
Steven Kueny, City Manager
CITY OF THOUSAND OAKS
Andrew P. Fox, Mayor
Linda D. Lawrence, City Clerk
Scott Mitnick, City Manager
DPW:940-10 144
Page 7 of 21
EXHIBIT A
SCOPE OF WORK
City's Duties and Responsibilities - Operations
City accepts responsibility for and shall perform, through the use of City's contracted
transit operator the services set forth below in connection with the operation and
management of Moorpark's DAR and ADA services.
Except as specifically noted below or where not applicable in the scope of the duties as
described above, the terms of the City's contract with transit operator, shall describe
and set forth the standards by which City shall provide services under this Agreement.
To the extent of any conflict between the terms of the City's contract with transit
operator and the terms of this Agreement, the terms of this Agreement shall control.
1. Operations:
City shall provide operations management at a level sufficient to oversee the
performance of the services required under this Agreement.
2. Service Area, and Days and Hours of Operation:
Moorpark Intra -City Senior and ADA Paratransit: This origin -to -destination
service is for residents aged 62 and older and persons with disabilities
certified under ADA. Service area is within the Moorpark city limits.
Inter -City ADA Paratransit: This origin -to -destination service enables persons
with disabilities certified under the ADA to travel from Moorpark to Thousand
Oaks/Westlake Village, Oak Park, and Camarillo. The service also provides
transfer services to the cities of Oxnard and Ventura, and Los Angeles
County. Travel to and from the City of Simi Valley for persons with an ADA
card where the trip originates in Moorpark shall be provided as well. Trips
originating from Simi Valley (i.e., Simi Valley residents) shall be provided at
designated transfer points.
Transfer Points are:
Simi Valley (via Simi Valley Transit):
• Simi Valley Town Center — 1555 Simi Town Center Way, Simi Valley. At
the Vista East County bus stop on Jefferson Way (behind the Town
Center).
• Wood Ranch Shopping Center — 591 Country Club Drive, Simi Valley, in
front of Starbuck's.
DPW:940-10 145
Page 8 of 21
Oxnard/Ventura (via Gold Coast Transit):
• Camarillo Bus Stop — 1306 North Del Norte Drive, Camarillo,
Los Angeles County (Via L.A. Access):
• Carl's Jr. — 887 South Westlake Boulevard, Thousand Oaks.
The Moorpark Dial -A -Ride and ADA Paratransit Service is provided on the
following schedule: Monday through Friday, 5:00 a.m. — 8:00 p.m., Saturday
and Sunday, 8:00 a.m. — 5:00 p.m. Intercity ADA services are provided
Monday — Friday from 6:00 a.m. — 6:00 p.m. and from 8:00 a.m. — 5:00 p.m.
Saturday and Sunday (Service area limited to Thousand Oaks, Moorpark,
Westlake Village, and Oak Park).
There is no service outside these hours, or on the following six (6) national
holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day. Service is provided on other federal,
state and local holidays. The service days and hours of the Dial -A -Ride
service may be adjusted to match any future changes in the Moorpark Fixed
Route service days and hours. Moorpark agrees to match City modified
service hours on December 24 and December 31.
Moorpark reserves the right to make adjustments to the service area, days,
and hours. For major adjustments, City shall be notified in writing not less
than seven (7) calendar days prior to the effective date; for minor
adjustments, City shall be given at least twenty-four (24) hours notice.
3. Personnel:
All employees providing services under this Agreement with the exception of
City's Project Manager and Fleet staff will be employees of City's contracted
transit operator, and subject to the transit operator's rules or requirements of
City's transit operator Agreement, Contract No. 10470-2014.
4. Dispatch:
City shall provide dispatch services for Moorpark during the same times and
days as required by City. Reservation guidelines are as follows -
Intra -City travel: Participants may call two (2) hours in advance of requested
pick-up time.
Inter -City travel: Once ADA certified, participants are advised to make
reservations at a minimum of the day before a requested pick-up and not
more than fourteen (14) days in advance.
DPW:940-10 146
Page 9 of 21
5. Vehicles:
City warrants that it has sufficient vehicles to adequately meet demand and
provide service within the on-time performance standards described in the
transit operator Agreement, Contract No. 10470-2014, dated May 27, 2014
2014. The additional service demand is estimated to be not more than 500
rides per month. In the event demand for rides exceeds the estimate plus ten
percent (10%) as calculated on a monthly basis, Moorpark shall provide
additional compensation to City as described in Schedule of Fees, attached
as Exhibit "B," to partially offset the cost of additional vehicles that will have to
be placed into service to accommodate the excess demand.
6. Drivers:
City shall provide drivers and customer service as required utilizing its
contract operator.
7. Operation Records and Reports:
City shall be required to maintain ridership and operations records for this
service as described below.
City shall be responsible for submission of monthly service summary reports
to Moorpark. These reports, to be submitted by City within fifteen (15)
business days of the end of each calendar month, shall include, but not be
limited to, the following:
A. Listing of all vehicle breakdowns/road calls occurring while providing
service to Moorpark residents with a description of the cause and
corrective actions taken.
B. Date, time, and length of time for any service disruptions.
C. A monthly summary of vehicle miles, vehicle miles since last preventive
maintenance inspection, a list of any vehicle repairs made, number and
length of time a backup vehicle was used, and vehicle road calls.
D. Total participant counts by category and fare (senior, ADA, Intra, Inter)
and date.
E. Participant counts by payment method (cash, pass, free meal trip,
transfer) by date.
F. Missed or abbreviated route trips, delays or unusual incidents while on
duty.
Additionally, City shall collect, record, and report annually other statistical
data required under Section 15 of the Federal Transit Act which includes, but
is not limited to; participant count by fare, vehicle hours, vehicle miles, vehicle
DPW:940-10 147
Page 10 of 21
revenue hours, vehicle revenue miles, participants per hour, wheelchair
boardings, participant trip denials, and participant "no-shows".
8. Fares:
City shall collect fares as established by Moorpark. The fares are (one way):
Intra City
Senior or ADA service: $1.50 per participant
City Senior Nutrition trips: $1.50 suggested donation per participant
Inter -City ADA trips: $3.00 per participant (Thousand Oaks/Moorpark,
Simi Valley — via transfer point)
$4.50 per participant (Camarillo, Oak Park, Gold
Coast Transit, L.A. Access)
Senior Nutrition Trips are trips to and from Moorpark's Active Adult Center, 799
Moorpark Avenue, to access the Senior Nutrition Program. Personal Care
Attendants (PCAs) do not pay fare. Companions must pay fare equal to the
participant fare.
When performing transfer services, the originating operator collects the full fare.
City will keep fares collected by transit operator and deduct the collected fares
from Moorpark's invoice.
9. Meetings and Contact Information:
City shall make administrative staff available to attend two (2) meetings per year
of Moorpark's Transportation and Public Works Committee. Moorpark shall
notify City, in advance, of any meeting City is required to attend. City shall
provide Moorpark with emergency and after hours contact telephone numbers
and pagers that Moorpark may use, as necessary, to communicate with City
after normal working hours.
10. Expanded Services:
From time to time Moorpark may wish to expand the hours or the days of
services to the community. With twenty-one (21) days written notice, City shall
provide the expanded service.
11. Notification of Service Disruptions:
City shall notify Moorpark, at the first available opportunity, but no later than one
(1) hour after City is made aware, of any vehicle breakdowns or other problems
that may cause service disruptions.
12.Operating During an Emergency:
In the event of a major emergency such as a natural disaster or other
catastrophic event, City shall make transportation and communication
resources available to Moorpark to the highest degree possible. If the normal
DPW:940-10 148
Page 11 of 21
line of direct authority from Moorpark is intact, City shall follow instruction of
Moorpark. If normal line of direct authority is broken, and for the period while it
is broken, City shall make best use of transportation resources following the
direction of the organization which appears to have assumed responsibility.
Emergency transportation may include evacuation, transportation of injured and
movement of people to food and shelter. City shall be reimbursed in
accordance with the current Agreement rate, or, if the normal method does not
cover the types of emergency services involved, then on the basis of fair,
equitable and prompt reimbursement of City's actual costs. Reimbursements
for such major emergency services shall be over and above the maximum
obligation of this Agreement. Immediately after the emergency condition
ceases, City shall reinstate normal transportation services. Payment shall be
based on a written report showing services and cost breakdown related to
emergency.
While operating during an emergency, City shall keep records of all emergency
transportation in accordance with Federal Emergency Management Agency
(FEMA) requirements in order for Moorpark to receive FEMA reimbursement
for emergency transportation expenses. In the event that FEMA rejects
Moorpark's reimbursement request due to City's reports not meeting FEMA's
standards, City shall be required to re -write the reports for resubmittal. In the
event FEMA rejects Moorpark's reimbursement request due to City's failure to
keep proper records of emergency transportation services, City shall be
required to reimburse Moorpark's emergency transportation services expenses
within thirty (30) days or the expenses can be deducted from Moorpark's next
invoice for Fixed Route Bus services.
While operating during an emergency, City shall not be assessed liquidated
damages as specified in Exhibit "C" of this Agreement.
DPW:940-10 149
Page 12 of 21
13. Invoice Attachments:
When submitting invoices, Contractor shall also provide driver sheets for all
trips provided, which shall include the following:
• Driver's name and vehicle ID
number
• Date
• Appointment time
• Actual pick-up time
• Actual drop-off time
• ADA number (if applicable)
• Participant name
• Inter or Intra trip designation
• Pick-up address
• Destination address
• Fare paid/transfer
• Odometer at pick-up point
• Odometer at drop-off point
• Mileage/trip
• Total mileage
• If a PCA and/or companion
was included
• Total trips
• Total participants
14. Service Complaints:
All service complaints originating from Moorpark's service area shall be
handled in accordance with City's standards of response and the obligations
of the contracted transit operator. In the event City is unable to satisfactorily
resolve the complaint or the complaint involves an issue outside the scope of
this Agreement, the complaint will be referred to Moorpark for resolution.
DPW:940-10 150
Page 13 of 21
EXHIBIT B
SCHEDULE OF FEES
City shall bill Moorpark on a per ride basis. For year one of the Agreement, this cost
shall be $28.38 per ride including fifteen percent (15%) City administrative charge.
Moorpark shall receive credit for all fares collected. For each subsequent contract year,
this cost shall be calculated annually for the new fiscal year by City no later than August
31 and shall apply retroactively to July 1 of the fiscal year. City shall notify Moorpark in
writing no later than September 15 of the cost per ride for the year beginning July 1.
This cost shall be calculated in the following manner:
Sum of costs of all DAR and ADA rides provided by transit operator for the period
of July 1 — June 30 of the prior fiscal year divided by the total number of rides
provided in the same time period plus contract transit operator's earned CPI
adjustment as described in Agreement for Professional Services Between the
City and Contract Operator, Contract No. 10470-2014, May 27, 2014 plus 15
percent City administrative charge. Costs shall be inclusive of all operational and
personnel costs but excludes from calculation one-time capital costs associated
with vehicle purchases and capital improvement projects specific to the DAR
service. Figures will be taken directly from City's annual ridership report to the
Federal Transit Administration and from City's Accounting System.
The rate shall be recalculated annually each contract year in accordance with the
above.
Should the number of rides provided in any calendar month under this Agreement
exceed more than ten percent of the base of 500 rides per month, Moorpark shall
further compensate City according to the following formula:
Percent over base
11-20%
21-30%
31-40%
41-50%
51-99%
100+%
Number of Rides
(551-600)
(601-650)
(651-700)
(701-750)
(751-999)
(1,000+)
Additional Monthly Cost
$ 200
$ 300
$ 400
$ 500
$1,000
$1,500
Should the number of rides provided in three consecutive calendar months under this
Agreement exceed more than 700 rides per month, City and Moorpark shall meet and
confer to negotiate a recalculation of the "Additional Monthly Cost."
Extra services shall be billed at a rate mutually agreeable to Moorpark and City. This
extra services billing shall be in writing.
DPW:940-10 151
Page 14 of 21
EXHIBIT C
Performance Standards
The performance standards described in Exhibit D, Transit Operations, Contract 10470-
2014, dated May 27, 2014, shall apply to this Agreement. In the event Liquidated
Damages are levied that apply solely to Moorpark DAR and ADA service, Moorpark
shall be entitled to a credit on their next monthly invoice equal to the Liquidated
Damages.
Force Majeure:
City shall be excused from performance as described above during the time and to the
extent that it is prevented from performing in the customary manner by force majeure, fire,
flood, war, riot, civil disturbance, vandalism, terrorism, epidemic, quarantine, strike,
lockout, labor dispute, freight embargo, rationing or unavailability of materials or products,
loss of transportation facilities, commandeering of equipment, materials, products, plants,
or facilities of government, or any other occurrences or circumstances which are beyond
the control of City.
DPW:940-10 152
Page 15 of 21
EXHIBIT D
FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS
(EXCERPT AS OF MAY 2010)
1. Medical/Drug/Alcohol Testing
City shall require pre-employment medical examinations, including drug testing, for all
prospective drivers and other safety sensitive employees of City. In addition, for any
prospective employee who held prior safety -sensitive positions for another United
States Department of Transportation (USDOT)-funded employer, City shall, after
obtaining the required permission, check with those previous employers for any prior
positive test results. Additionally, City must have an anti-drug program established for
employees under the Congressionally Mandated Drug -Free Workplace Act.
City shall comply with the Congressionally Mandated Drug -Free Workplace Act of 1988,
the Omnibus Transportation Employee Testing Act of 1991, and 49 Code of Federal
Regulations (CFR) Parts 653 and 654, superseded by Part 655 in 2002, regarding Drug
and Alcohol Testing, and the FTA Drug and Alcohol testing requirements. The required
testing includes pre-employment testing, testing after an accident, testing when there is
reasonable suspicion, random testing, and testing before returning to duty to perform
sensitive safety functions after a positive drug test.
2. Audit and Inspection
City shall permit the authorized representatives of Moorpark, the Ventura County
Transportation Commission (VCTC), the USDOT and the Controller General of the
United States to inspect and audit all data and records of City relating to its performance
under this Agreement.
City also shall maintain all required records relating to this project for at least three (3)
years after Moorpark makes final payment and all other pending matters are closed.
3. Clean Water
City agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 United States
Code (USC) Sections 1251 et seg. City agrees to report each violation to Moorpark and
understands and agrees that Moorpark shall, in turn, report each violation as required to
assure notification to FTA and the appropriate Environmental Protection Agency (EPA)
Regional Office. City also agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance by FTA if the
subcontract includes services for Moorpark.
DPW 940-10 153
Page 16 of 21
4. Equal Employment Opportunity
In connection with the execution of this Agreement, City shall not discriminate against
any employee or applicant for employment because of age, religion, color, sex, sexual
orientation, national origin, marital status, or any disability not limiting the ability of the
person to perform the job contemplated. City shall take affirmative action to ensure that
applicants are employed, and that employees are treated during their employment,
without regard to their age, race, religion, color, sex, sexual orientation, national origin,
marital status, or any disability not limiting the ability of the person to perform the job
contemplated. Such actions shall include, but not be limited to the following.-
Employment,
ollowing:Employment, up -grading, demotion, or transfer; recruitment, or recruitment advertising;
layoff, or termination; rates of pay, or other forms of compensation; and selection for
training, including apprenticeship. Such shall be in compliance with Executive Order
11246 amended by Executive Order 11375 and amended by Executive Order 11478
and as supplemented in United States Department of Labor (USDOL) regulations 41
CFR Part 60.
In connection with the execution of this Agreement, City shall comply with all aspects of
the Federal Immigration and Naturalization Act of 1986.
5. Conservation
City shall recognize mandatory standards and policies relating to energy efficiency that
are contained in the State energy conservation plan issued in compliance with the
Federal Energy Policy and Conservation Act 42 USC, Sections 6321 et seq.
6. Clean Air
City agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act, as amended, 42 USC Sections 7401 et seq. City agrees
to report each violation to Moorpark and understands and agrees that Moorpark shall, in
turn, report each violation as required to assure notification to FTA and the appropriate
EPA Regional Office. City also agrees to include these requirements in each
subcontract exceeding $100,000 financed in whole or in part with Federal assistance by
FTA if the subcontract includes services for Moorpark.
7. Title VI of the Civil Rights Act of 1964
During the performance of this Agreement, City, for itself, its assignees and successors
in interest agrees as follows:
A. Compliance with Regulations: City shall comply with the Regulations relative to
nondiscrimination in federally assisted programs of the USDOT 49 CFR, Part 21, as
they may be amended from time to time, (Regulations), which are herein
incorporated by reference and made a part of this Agreement.
DPW:940-10 154
Page 17 of 21
B. Nondiscrimination: City, with regard to the work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, or national origin in
the selection and retention of subcontractors, including procurement of materials
and leases of equipment City shall not participate either directly or indirectly in the
discrimination prohibited by Part 21.5 of the Regulations, including employment
practices when the contract covers a program set forth in the Regulations. The
proposal should include a statement by City certifying its compliance with the
Regulations.
C. Solicitations for Subcontractors, Including Procurement of Materials and
Equipment: In all solicitations either by competitive bidding or negotiation made by
City for work to be performed under a subcontract, including procurement of
materials or leases of equipment, each potential subcontractor or supplier shall be
notified by City of City's obligations under this Agreement and the Regulations
relative to non-discrimination on the grounds of race, color, or national origin.
D. Information and Reports: City shall provide all information and reports required
by the Regulations or directives issued pursuant thereto, and shall permit access to
its books, records, accounts, other sources of information, and its facilities as may
be determined by Moorparkor the FTA to be pertinent to ascertain compliance with
such Regulations, orders and instructions. Where any information required of a
Contractor is in the exclusive possession of another who fails or refuses to furnish
this information, City shall so certify to Moorpark or the FTA as appropriate, and
shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of City's noncompliance with
nondiscrimination provisions of this Agreement, Moorpark shall impose sanctions
as it or the FTA may determine to be appropriate, including, but not limited to:
1. Withholding of payments to City under the Agreement until City complies;
and/or
2. Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Incorporation of Provisions: City shall include the provisions of paragraphs "A"
through "E" in every subcontract, including procurement of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant
thereto.
8. Contract Work Hours and Safety Standards Act (CWHSSA)
The CWHSSA, 40 USC Sections 327-333 applies to all agreements over $100,000 that
may require or involve laborers or mechanics. The CWHSSA requires that laborers or
mechanics cannot be required, or permitted, to work more than forty (40) hours in any
workweek unless paid overtime at not less than one and one-half (1.5) times the basic
rate of pay.
DPW 940-10 155
Page 18 of 21
9. No Obligation by the Federal Government
Moorpark and City acknowledge and agree that, notwithstanding any concurrence by
the Federal Government in or approval of the solicitation or award of the underlying
Agreement, absent the express written consent by the Federal Government, the Federal
Government is not a party to this Agreement and shall not be subject to any obligations
or liabilities to Moorpark, City, or any other party (whether or not a party to that
Agreement) pertaining to any matter resulting from the underlying Agreement.
City agrees to include the above clause in each subcontract financed in whole or in part
with Federal assistance provided by FTA. It is further agreed that the clause shall not
be modified, except to identify the subcontractor who will be subject to its provisions.
10. Program Fraud and False or Fraudulent Statements or Related Acts
City acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 USC Sections 3801 et seq. and USDOT regulations, "Program
Fraud Civil Remedies," 49 CFR Part 31 apply to its actions pertaining to this
Agreement. Upon execution of the underlying Agreement, City certifies or affirms the
truthfulness and accuracy of any statement it has made, it makes, it may make, or
causes to be made, pertaining to the underlying Agreement or the FTA assisted project
for which this Agreement work is being performed. In addition to other penalties that
may be applicable, City further acknowledges that if it makes, or causes to be made, a
false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal
Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on City to the extent the Federal Government deems
appropriate.
City also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government
under a contract connected with a project that is financed in whole or in part with
Federal assistance originally awarded by FTA under the authority of 49 USC Section
5307, the Federal Government reserves the right to impose the penalties of 18 USC
Section 1001 and 49 USC Section 5307(n)(1) on City, to the extent the Federal
Government deems appropriate.
City agrees to include the above two clauses in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is further agreed that the clauses shall
not be modified, except to identify the subcontractor who will be subject to the
provisions.
11. Incorporation of FTA Terms
The provisions in Attachment 3 include, in part, certain Standard Terms and Conditions
required by the USDOT, whether or not expressly set forth in the preceding provisions.
All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1 F,
dated November 1, 2008, as it may be amended from time to time, are hereby
DPW:940-10 156
Page 19 of 21
incorporated in this Agreement reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. City shall not perform any
act, fail to perform any act or refuse to comply with any requests of Moorpark which
would cause Moorpark to be in violation of the FTA terms and conditions.
12. Contracts Involving Federal Privacy Act Requirements
The following requirements apply to City and its employees that administer any system
of records on behalf of the Federal Government under any contract:
(A) City agrees to comply with, and assures the compliance of its employees with,
the information restrictions and other applicable requirements of the Privacy Act
of 1974, 5 USC Section 552(a). Among other things, City agrees to obtain the
express consent of the Federal Government before THOUSAND OAKS or its
employees operate a system of records on behalf of the Federal Government.
City understands that the requirements of the Privacy Act, including the civil
and criminal penalties for violation of that Act, apply to those individuals
involved, and that failure to comply with the terms of the Privacy Act may result
in termination of the underlying Agreement.
(B) City also agrees to include these requirements in each subcontract to
administer any system of records on behalf of the Federal Government
financed in whole or in part with Federal assistance provided by FTA.
(C) City agrees to comply with applicable transit employee protective requirements
as follows:
(1) General Transit Employee Protective Requirements - To the extent that
FTA determines that transit operations are involved, City agrees to carry
out the transit operations work on the underlying contract in compliance
with terms and conditions determined by the U.S. Secretary of Labor to be
fair and equitable to protect the interests of employees employed under
this Agreement and to meet the employee protective requirements of 49
USC Section 5333(b), and USDOL guidelines at 29 CFR Part 215, and
any agreements thereto. These terms and conditions are identified in the
letter of certification from the USDOL to FTA applicable to the FTA
recipient's project from which Federal assistance is provided to support
work on the underlying contract. City agrees to carry out that work in
compliance with the conditions stated in that USDOL letter. The
requirements of this subsection, however, do not apply to any contract
financed with Federal assistance provided by FTA either for projects for
elderly individuals and individuals with disabilities authorized by 49 USC
Section 5310(a)(2), or for projects for non -urbanized areas authorized by
49 USC Section 5311.
DPW:940-10 157
Page 20 of 21
(D) City also agrees to include any applicable requirements in each subcontract
involving transit operations financed in whole or in part with Federal assistance
provided by FTA.
13. FEDERAL CHANGES
City shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the
grant agreements between the VCTC and FTA, as they may be amended or
promulgated from time to time during the term of this Agreement. Failure by City to so
comply shall constitute a material breach of this Agreement. In the event any such
changes significantly affect the cost or the schedule to perform the work, City shall be
entitled to submit a claim for an equitable adjustment under the applicable provisions of
this Agreement.
DPW:940-10 158
Page 21 of 21