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HomeMy WebLinkAboutAGENDA REPORT 2017 0503 CCSA REG ITEM 10F ITEM 10.F. CITY OF MOORPARK,CALIFORNIA City Council Meeting of .5.-3-,?oil MOORPARK CITY COUNCILexTioN: _ �— AGENDA REPORT TO: Honorable City Council FROM: Sean Corrigan, City Engineer/Public Works Director r).-"' Prepared by: Shaun Kroes, Program Manager DATE: April 21, 2017 (CC Meeting of 05/03/17) SUBJECT: Consider Award of Agreement to Durham School Services L.P.,for Bus Excursions and Charter Bus Transit Services BACKGROUND On March 5, 2017, the City Council authorized staff to advertise a Request for Proposal (RFP) for bus excursions and charter bus transit services. The solicitation asked for proposals for school bus type services for the Moorpark Beach Bus, as well as Camp Moorpark and Adventure Camp(Camp Moorpark). The scope of services also includes the possibility of excursion trips for the Active Adult Center; however, no specific trips are planned at this time. Proposals were due April 4, 2017 at 3:00 p.m. The City received two (2) proposals from Durham School Services L.P., (Durham), and Santa Barbara Transportation Corp., doing business as Student Transportation of America, Inc. (STA). The RFP and proposals are available for review in the Large Conference Room. Electronic versions of the documents can be provided upon request. A summary of the pricing for Summer 2017 from each proposal is shown in Table 1 below. For a comparison of daily costs, a sample trip of 10 hours was used. Table 1: Pricing Comparison Durham STA First Five Hours $378.85 $420.00 Additional Per-Hour Fee $54.12 $60.00 10 Hour Trip $649.45 $720.00 69 Honorable City Council May 3, 2017 Page 2 DISCUSSION Upon review of the proposals, staff recommends the award of an Agreement(attached)to Durham to provide bus excursion services. Durham's facility is located in Thousand Oaks, which is within the 35-mile maximum distance requirement included in the City's RFP. Durham has indicated that its wheelchair accessible vehicle will be able to arrive in Moorpark within 30 minutes of an initial request. Durham has one wheelchair accessible backup vehicle located at its Thousand Oaks facility that can be utilized when needed. Durham also has access to other wheelchair accessible backup vehicles from its Ventura location. Durham proposes to utilize two primary buses for the Moorpark Beach Bus Program and Camp Moorpark. Durham has an additional three backup buses and one wheelchair accessible vehicle. The seating capacity of the two primary buses and three backup buses is 82 passengers. The City's RFP required that all contractor-provided vehicles have no more than 75,000 original miles at the start of the services. All of Durham's proposed buses meet the mileage standard. The excursion rate proposed by Durham is $75.77 per hour for the first five hours (per bus). For each additional hour the rate decreases to $51.12. The City's 2016 rate was $74.29 for the first five hours and $53.06 each additional hour. Durham's proposed pricing is approximately 2.00% higher than the 2016 rate. Durham also proposes a 2.00% increase each year for the three years that it will provide service (2017 through 2019). FISCAL IMPACT Estimated costs to operate the Beach Bus and Camp Moorpark services for 2017 are as follows: • Beach Bus $21,000.00 • Camp Moorpark $19,500.00 It is estimated that$4,000.00 of the Beach Bus cost will be offset by fares for an estimated maximum net cost of$17,000.00. As in previous years,the$17,000.00 will be funded from the City's Transportation Development Act(TDA)funds: Sufficient TDA funds have been budgeted for this purpose. TDA funds not spent on transit projects are spent on streets and roads projects. Bus costs for Camp Moorpark and Adventure Camp are funded by camp registration fees. Staff is recommending establishing a total, not-to-exceed amount of $130,000.00 for the three-year term with Durham. In addition to the Beach Bus cost, the City will have to pay the Los Angeles County Department of Beaches and Harbor(LA County) a permit fee for utilizing Zuma Beach and for parking (estimated at $250.00). 70 Honorable City Council May 3, 2017 Page 3 STAFF RECOMMENDATION Authorize award of Agreement to Durham School Services, L.P., in an amount not-to- exceed $130,000.00; and authorize the City Manager to sign the Agreement, subject to final language approval of the City Manager. Attachment: Agreement 71 AGREEMENT BETWEEN THE CITY OF MOORPARK AND DURHAM SCHOOL SERVICES, L.P., FOR BUS EXCURSION AND CHARTER SERVICES THIS AGREEMENT, made and effective as of this day of , 2017, between the City of Moorpark, a municipal corporation ("City") and Durham School Services, L.P., a limited partnership ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, City has the need for bus excursion and charter services; and WHEREAS, Contractor specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, Contractor has submitted to City a Proposal dated April 4, 2017, which is attached hereto as Exhibit A. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows: 1. TERM The term of this Agreement shall be from the date of execution to the completion of the project on December 31, 2019, unless this Agreement is terminated or suspended pursuant to this Agreement. 2. SCOPE OF SERVICES City does hereby retain Contractor, as an independent contractor, in a contractual capacity to provide bus excursion and charter services, as set forth in Exhibit B. In the event there is a conflict between the provisions of Exhibit B and this Agreement, the language contained in this Agreement shall take precedence. Contractor shall perform the tasks described and set forth in Exhibit B. Contractor shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit B. Compensation for the services to be performed by Contractor shall be in accordance with Exhibit C. Contractor shall be permitted to include a Public Utilities Commission (PUC) Fee of one quarter of one percent (0.25%) of the daily rate submitted in Exhibit C. Compensation shall not exceed the rates or total contract value of one hundred thirty thousand dollars ($130,000.00), without a written amendmentto the Agreement executed by both parties. Payment by City to Contractor shall be in accordance with the provisions of this Agreement. 72 3. DEFINITIONS "Passenger" shall mean any person utilizing the services provided by the Contractor as described in Exhibit B. "Vehicle" or "backup vehicle" shall mean a bus or van designated by the Contractor for use in providing services under this Agreement, including but not limited to a primary vehicle, an additional wheelchair accessible vehicle and a backup or replacement vehicle if needed due to a mechanical breakdown, traffic incident, or any reason whatsoever to provide transportation services under this Agreement. The backup or replacement vehicle shall be equipped with a wheelchair lift and be of the size, capacity, and design specified in Exhibit B, or, there shall be .a secondary wheelchair accessible vehicle that will serve as a backup vehicle to the primary wheelchair accessible vehicle. All vehicles shall be in a safe and good working order. The City shall have the right to approve the suitability of any vehicle used by the Contractor under this Agreement. "Revenue hours" shall mean the time when a vehicle is available to the general public and there is an expectation of carrying passengers. 4. PERFORMANCE Contractor shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 5. MANAGEMENT The individual directly responsible for Contractor's overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Contractor shall be , and no other individual may be substituted without the prior written approval of the City Manager. The City's contact person in charge of administration of this Agreement, and to serve as principal liaison between Contractor and City, shall be the City Manager or the City Manager's designee. 6. PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to vendors. Compensation for services to be performed by the Contractor shall not exceed the daily rate submitted in the Contractor's Cost Proposal Form in Exhibit C without additional authorization by the City. Contractor shall be permitted to include a PUC Fee of one quarter of one percent (0.25%) of the daily rate submitted in Exhibit C. Services Durham School Services Page 2 7 3 shall be billed in accordance with Contractor's proposal as it is accepted by the City. The City shall only pay for services actually rendered. Services rendered shall specifically exclude time for travel to and from the Contractor's storage facility and downtime for road assistance. If the Contractor fails to complete the work, fails to provide service for an entire day, or causes a default as specified in Section 10, Liquidated Damages, the City may, at its sole option, notwithstanding other rights and remedies, assess the Contractor at the hour rate detailed in Exhibit C for the respective year and at the same rate for each fraction of an hour rounding up the nearest quarter hour, beginning at onset of service failure or time of an incident that causes service to be interrupted. This assessment shall be deducted from any payment(s) due or to become due to Contractor under the terms of this Agreement. No payment by City shall be construed as a waiver of City's rights to deduct the assessment and the assessment may be deducted from any subsequent payment. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit C, based upon actual _ time spent on the above tasks. This amount shall not exceed one hundred thirty thousand dollars ($130,000.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Invoices shall be accompanied with attachments specified in Exhibit B. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager. If the City disputes any of Contractor's fees or expenses it shall give written notice to Contractor within thirty (30) days of receipt of any disputed fees set forth on the invoice. 7. TERMINATION OR SUSPENSION WITHOUT CAUSE This Agreement, or portions thereof, may be terminated, cancelled or suspended in any one of the following manners: A. By mutual written agreement of the parties. B. Upon ten (10) days written notice by City or thirty -(30) days written notice by Contractor, with or without cause. C. If in the sole subjective judgment of City at any time or times after the execution of this Agreement, Contractor fails to perform the services required to be provided in accordance with the terms hereof, or fails to comply with any of the requirements and terms of this Agreement the City, upon at least seventy-two (72) hours written notice to Contractor, and without prejudice to any other remedies the City may have, may terminate Contractor's services and any obligations the City may otherwise have under this Agreement. The written notice shall instruct Contractor to cease its services as of a specified day, and Durham School Services Page 3 74 City shall have no further obligation to pay for services tendered or otherwise after such date. D. If in the sole subjective judgment of City at any time or times after the execution of this Agreement Contractor fails to maintain in force throughout the term of this Agreement, including any extensions thereof, the insurance coverage required herein, or Contractor effects any willful acts or omissions that endanger the public health and safety, the City may immediately, without prior notification, and without prejudice to any other remedies the City may have, suspend Contractor's services and any obligations the City may otherwise have under this Agreement. Upon receiving written notice of immediate suspension, Contractor shall have up to fourteen (14) days to cure or remedy cause for suspension; however the City may, at the City's sole discretion, terminate this Agreement within the suspension period. Should the Contractor cure or remedy the cause for suspension, and the cure or remedy is accepted, in writing, by the City, Contractor may resume services. 8. BACKGROUND CHECKS Contractor shall be registered with the Department of Justice as a Human Resources Agency. Contractor shall at a minimum perform background checks on drivers utilizing a vendor such as Live Scan to ensure that drivers with inappropriate backgrounds are not employed to provide services under this Agreement. Drivers shall have no felony conviction history. 9. DEFAULT OF CONTRACTOR The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Contractor. If such failure • by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. If the City Manager or the City Manager's designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Contractor a written notice of the default. The Contractor shall have fourteen (14) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. Durham School Services Page 4 7 5 10. LIQUIDATED DAMAGES Contractor shall operate strictly according to the most current bus schedule provided by City and to a reasonable on-time performance standard except where service is interrupted for those reasons stated hereinafter. Service shall be provided as scheduled or according to any adjusted schedule established by City, including route modifications required. The City may assess liquidated damages for the following defaults: A. If the driver begins or ends a route late by more than twenty (20) minutes; B. If the driver departs from a stop prior to the designated departure time; C. If the vehicle in use on the route runs out of fuel; D. If the driver deviates from a route or fails to follow the route as scheduled; E. If a vehicle is not properly inspected or cleaned prior to use on the route; F. If the driver fails to complete a route due to vehicle or driver failure, mechanical failure; G. If the driver fails to stop for a passenger at a designated stop; H. If the driver fails to pickup or assist a disabled rider that requires assistance to board and alight from the bus. The Contractor agrees that any of the above defaults will result in damage and injury to the City. The City and Contractor agree that actual damages occurring to the City because of any one or more of such defaults, on a given day, will be difficult if not impossible to ascertain with any degree of certainty or accuracy. Accordingly, the City and the Contractor have negotiated and have agreed that for each calendar day during which one or more defaults occur that the Contractor shall pay to the City, as and for liquidated damages, and not as a penalty, a sum equal to the hourly rate per vehicle compensation due to the Contractor pursuant to Exhibit C of this Agreement for each hour during which the incident causing the default occurs. Said payment for liquidated damages shall be deducted from any payments due or to become due to Contractor under the terms of this Agreement. No payment by City shall be construed as a waiver of City's right to deduct liquidated damages which may be deducted from any subsequent payment. Contractor shall be excused from performance of the above liquidated damages during the time and to the extent that Contractor 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, oil or fuel shortage, 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 the Contractor. 11. OWNERSHIP OF DOCUMENTS Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the Durham School Services Page 5 7 6 performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or the City's designees at reasonable times to such books and records; shall give the City the right to examine and audit said books .and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files, Contractor shall make available to the City, at the Contractor's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 12. INDEMNIFICATION AND HOLD HARMLESS Contractor shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents ("City Indemnitees") from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Contractor's performance of its obligations under this Agreement or out of the operations conducted by Contractor, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City's option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels' fees incurred in defense of such claims. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subContractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this Section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this Section. Durham School Services Page 6 7 7 City does not and shall not waive any rights that it may have against Contractor by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section. 13. INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit H attached hereto and incorporated herein by this reference as though set forth in full. 14. INDEPENDENT CONTRACTOR Contractor is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 15. LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. 16. ANTI DISCRIMINATION Neither the Contractor, nor any subContractor under the Contractor, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, or gender of such person, except as provided in Section 12940 of the Government Code. Durham School Services Page 7 7 8 • The Contractor shall have responsibility for compliance with this Section [Labor Code Sec. 1735]. 17. UNDUE INFLUENCE Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City will receive compensation, directly or indirectly from Contractor, or any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 18. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement. 19. CONFLICT OF INTEREST Contractor covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their. services hereunder. Contractor further covenants that in the performance of this Agreement, they shall employ no. person having such interest as an officer, employee, agent, or subContractor. Contractor further covenants that Contractor has not contracted with nor is performing any services directly or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, now or within the past one (1) year, and further covenants and agrees that Contractor and/or its subContractors shall provide no service or enter into any contract with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, while under contract with the City and for a one (1) year time period following termination of this Agreement. 20. NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: Durham School Services Page 8 7 9 To: City Manager City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 To: Contract Administrator Durham School Services, L.P. 4300 Weaver Parkway Warrenville, Illinois 60555 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. 21. CHANGE IN NAME Should a change be contemplated in the name or nature of the Contractor's legal entity, the Contractor shall first notify the City in order that proper steps maybe taken to have the change reflected in the Agreement documents. 22. ASSIGNMENT Contractor shall not assign this Agreement or any of the rights, duties or obligations hereunder. It is understood and acknowledged by the parties that Contractor is uniquely qualified to perform the services provided for in this Agreement. 23. LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 24. VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 25. COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any Durham School Services Page 9 8 0 alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 26. ARBITRATION Cases involving a dispute between City and Contractor may be decided by an arbitrator if both sides agree in writing, with costs proportional to the judgment of the arbitrator. 27. ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. - Exhibit A (Contractor's Proposal), Exhibit B (Scope of Services), Exhibit C (Proposal Cost Form and Addenda), Exhibit D (Proposer Reference Forms — Parts I and II), Exhibit E (Vehicle Identification Form), Exhibit F (List of Subcontractors), Exhibit G (Moorpark City Transit Rules), and Exhibit H (Insurance Requirements), are hereby incorporated and made a part of this Agreement. 28. CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof. 29. AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement. 30. PRECEDENCE In the event of conflict, the requirements of the City's Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Contractor's Proposal. 31. INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall Durham School Services Page 10 81 not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared. 32. WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the waiver. 33. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF MOORPARK DURHAM SCHOOL SERVICES, L.P. Steven Kueny, David Duke, City Manager Chief Executive Officer Attest: Maureen Benson, City Clerk Durham School Services Page 11 82 EXHIBIT A DURHAM SCHOOL SERVICES April 4, 2017 Mr.Shaun Kroes City of Moorpark Public Works Department 799 Moorpark Avenue Moorpark, CA 93021 Dear Mr. Kroes, Durham School Services is pleased to present a response to the City of Moorpark for Bus Excursions and Charter Bus Transit Services. Many school districts and other transportation programs throughout the United States have found that contracting with Durham has enabled them to not only solve for student transportation challenges, but also control costs while maintaining the highest safety standards, service, and accountability. We have 100 years of experience,and we currently partner with more than 600 school districts across North America. Our 96% retention rate is one of the highest in the school bus transportation industry and it didn't happen by chance. We believe our personal attention to our district partners' needs,our commitment to safety and our customer service philosophy and practices are the reasons our clients are satisfied. Our proactive approach to superior customer service sets us apart from the rest. Highlights of the proposal for the City of Moorpark include: • A dedicated customer service staff,including four full-time management staff,a full-time office administrator and a part-time dispatcher to be the focal point of customer service. • Zonar GPS on all buses and practices that result in real-time benefits, enhancing communication and maximizing efficiencies. • A proactive maintenance program that ensures safe and reliable buses,administered by 2 full- time maintenance professionals in our Thousand Oaks Customer Service Center. We look forward to having the opportunity to continue our mutually beneficial partnership with the City of Moorpark. Respectfu ly, k Terry Walker General Manager, Thousand Oaks CSC 4300 Weaver Parkway I Warrenville, IL 60555 Phone: 800.950.0485 I durhamschoolservices.com FULL-SERVICE TRANSPORTATION • ROUTE OPTIMIZATION AND SCHEDULING•SPECIAL NEEDS EXPERTISE•CHARTER BUS SERVICE 83 Executive Summary Durham School Services is pleased to submit the enclosed response to the request for proposal for Bus Excursions and 4" Charter Bus Transit Services for the City of Moorpark, 4300 Department of Public Works. WEAVER PARKWAY We will remain continually focused on delivering our service , national express promise:Getting students to school safely, on time and • k. ready to learn®. Our mission is to deliver service excellence to earn the partnership, loyalty and trust of our customers �� and employees. RELY Ofd' OUR V4°URf'V& Our solid company Durham School Services is an industry leader when it comes history is the foundation to student transportation services. We work tirelessly to ensure that program transitions are as smooth as possible for our strong and communication among all parties is proactive, operational success consistently open and effective. toda . THE DURHAM DIFFERENCE' 5: Fyr• rtinn l Ct.ictnrr v S.4nrvi •f', Our managers are constantly providing exceptional customer service. Honesty, accountability and transparency are how we approach all matters. We will uncover problems and issues for resolution and constantly communicate with you during all steps of the way. Private contractors are held to higher levels of expectations, and we will seek to constantly exceed your expectations. 'R 91%of our customers would recommend the services we provide. Consistent and timely communication is our goal.All levels of team will seek feedback to ensure we are meeting expectations and delivering excellent customer service. Customers and employees will be regularly surveyed;feedback will be used to make positive changes throughout the company. Our proactive approach to superior customer service sets us apart from our competitors. Customer Retention Rate Our 96%retention rate is one of the highest in the school bus transportation industry. We believe our personal attention to the school district's needs, our safety programs and customer service practices are the reasons our retention rate remains above the industry average. Afiti et �u, 1 111,1040nd C. rtPr i- ,51i `�civicf5 DURHAM SCHOOL SIJ/Kl1 84 city of Moorpa We provide service tailored to our customers' needs. We work in true partnership with the districts we serve to provide effective solutions to challenges and proactively seek ways to assist them with issues they are facing. A: .fety is Always Our First Prig: t ja, The safety of each student and employee is our first commitment and Durham School Services knows there is no substitute. We constantly strive to find the safest way to operate, not the most expedient or least expensive. The best trained drivers in the business work for Durham. Buses are built with safety in mind, but it is the drivers who make the buses safe. Durham is committed to continually developing innovative training strategies and programs designed to keep the safest drivers operating our buses. We understand the importance of what we do, and we work tirelessly to ensure safety is our first priority. Hirth nf-:,i c71r1Prchin The Durham Difference®—Our vision is to deliver service excellence to earn the trust and loyalty of our clients,customers and employees. Durham empowers local management to make decisions that positively impacts the customer service and satisfaction. 1 Our fleet of transit buses is commercialized for charter use. Passenger capacities range from 78 to 87 (based on 3 per :_ _ • seat). s �•��: TECHNOtiOur ry i 9 l i i rs.,/ — — -- Durham has equipped all buses with 2-way radios which are in compliance with the narrow band radio frequency changes mandated by the FCC. This value-added benefit allows the district to avoid expending additional capital when funds are limited, and it is a way to demonstrate how committed we are to partnering with you. 2 Bus Excursi6 'aria Etter 'sit Nice Aft ti U R H A M DUM 85 City of Moore. GPS i ecAliiolowy Enhanced Communicath We will provide the Zonar® GPS tracking and EVIR system on each bus.The GPS technology will enhance our ability address concerns by providing near real-time access to the facts. Our current Thousand Oaks facility is located at 2323 N. Moorpark Road in Thousand Oaks.This location houses our operations office, maintenance shop, and bus parking area. Our most valuable asset is our team of employees. We provide a positive, fair work environment where input is sought and valued. Our employees receive additional training, certifications, and advancement opportunities to grow within the company. As a result, many of our supervisors began their career with Durham as a driver and worked their way up through the organization. Acknowledging a job well done helps keep our drivers and monitors engaged; we formally recognize them for safety, service, participation in local community efforts, and attendance. C- F ‘tL �..c. Our five core values are focused on safety,customers, people, communities and excellence. We live these values throughout the organization. Nobody else will try harder for our customers than we do. As you will read in our proposal, our company's number one priority is getting children to school safely, on time and ready to learn®. _'1 777 k47 v(11 /' IA! ;r "`ll Durham School Services has a wealth of experience, serving more than 400 educational partners across the United States. We are delighted to be considered to provide professional services to the City of Moorpark and are confident we can provide outstanding services to your community. Should you have any further questions regarding this proposal, please contact Sam Eram, Region Manager, Southern California, at (619) 203-2491. lev Our company's policies,programs and procedures included in this proposal are those currently in effect. We reserve the right to revise our policies,programs and procedures over time. !ter sit Services DURHAM 86 AIL DURHAM SCHOOL SERVICES City of Moorpark Department of Public Works Request for Proposal Bus Excursions and Charter Bus Transit Services Table of Contents Proposal Cost Form and Addenda (Exhibit C) Tab 1 Proposer Reference Forms-Parts I and II(Exhibit D) Tab 2 Vehicle Identification Form(Exhibit E) Tab 3 List of Subcontractors(Exhibit F) Tab 4 Required Insurance Documentation Tab 5 • Previous Certificate of Insurance (with City of Moorpark) • Additional Insured/Additional Insured Endorsement • Waiver of Transfer of Rights of Recovery Against Others to Us Proposer's Credit References Tab 6 • Per the instructions in the RFP,the documents submitted in this proposal by Durham School Services are printed on recycled content paper(minimum of 30% post-consumer recycle content). 87 EXHIBIT B SCOPE OF SERVICES FOR BUS EXCURSION CHARTER BUS SERVICES SECTION 1. SERVICE DAYS AND HOURS MOORPARK BEACH BUS The Moorpark Beach Bus operates from 8:50 a.m. to 6:50 p.m. for approximately nine (9) to ten (10) weeks from mid-June to mid-August. The current intent of the City is to offer this service on Tuesdays, Wednesdays, and Thursdays. The public transportation service included in this Scope of Service consists of a single vehicle service for the City with ten (10) to. eleven (11) revenue hours per day. A school bus is usually adequate for this service. Contractor shall provide service between various stops in the City and a beach destination, such as Zuma County Beach in Malibu. This shall be an unsupervised public transit service. One vehicle shall make two (2) or more round trips each day of service in accordance with a published schedule. Schedule adherence is important for this service. Contractor shall have the ability to dispatch a secondary vehicle ("tripper bus") in the event City requests additional passenger capacity. The City shall determine and set fares. Contractor shall charge passengers exactly as specified unless notified by the City that there will be a deviation from regular fares. CAMP MOORPARK & ADVENTURE CAMP Camp Moorpark and Adventure Camp are summer recreation programs that typically require one or two (1 - 2) buses Monday through Friday for a ten (10) to eleven (11) week period from June through August. Trips are taken by children ages 5-14. Trip destinations include locations in Ventura, Los Angeles, and Santa Barbara counties. This is a subscription service. Passengers register in advance with the City. Passengers are supervised by City staff. The number of passengers can be up to seventy (70) children and fourteen (14) staff. In some cases, the number of passengers can be fewer and the City may request a smaller sized vehicle if available. The City, at its sole option, may contract with more than one bus operator to expand or reduce services during the term of the Agreement. The City, at its sole option, may wish to expand or reduce these services during the term of the Agreement. ACTIVE ADULT CENTER Transportation from the Moorpark Active Adult Center to a local attraction such as a museum or event site, typically within seventy-five (75) miles of Moorpark, and not usually exceeding ten (10) hours from beginning to end. These are unsupervised trips; however, non-staff volunteers may be present to assist with boarding and disembarking the bus. 88 SECTION 2. ROUTES With the exception of the Moorpark Beach Bus, trips shall have one (1) point of origin in the City, which shall be the Arroyo Vista Recreation Center at 4550 Tierra Rejada Road for Camp Moorpark and Adventure Camp or 799 Moorpark Avenue for the Active Adult Center. The Moorpark Beach Bus has approximately five (5) stops for boarding and alighting in the City. All services usually have one (1) destination point. The City reserves the right to adjust the routes, providing notice as indicated in this Agreement. SECTION 3. OPERATIONS The Contractor shall be responsible for operation of the vehicles used to provide services contemplated by this Agreement. The Contractor 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 public. The Contractor shall be responsible for complying with all applicable federal, state and local laws and requirements. SECTION 4. CONTRACTOR VEHICLES Contractor shall provide all necessary vehicles, including one (1) primary bus and at least one (1) backup bus to ensure continuation of service in case of a breakdown of the primary bus. All Contractor-supplied vehicles shall have less than 75,000 original odometer miles and shall be equipped with a wheelchair lift (or ramp) and meet ADA standards. The Contractor shall at all times be required to have a backup vehicle available for use in the event that the primary vehicle is unable to operate. If the primary vehicle does not include a wheelchair lift (or ramp) the Contractor shall be required to provide a separate wheelchair accessible vehicle upon demand. For the Moorpark Beach Bus program, the separate wheelchair accessible vehicle shall be provided within thirty (30) minutes of discovering a passenger at a Moorpark Beach Bus stop with a wheelchair or similar mobility device. For Camp Moorpark, Adventure Camp or Active Adult Center trips, the Contractor shall be notified at least twenty-four (24) hours in advance if a wheelchair accessible vehicle is required. In the event that the vehicle being used by the Contractor breaks down, the Contractor shall provide a backup vehicle on site within one and one half (1 '/z ) hours. The primary vehicles shall have a minimum of twenty-five (25) bench seats and a seating capacity of approximately seventy-five (75) children at three (3) passengers per bench seat, and approximately fifty (50) adults at two (2) passengers per bench seat. All vehicles must have storage for luggage. Air conditioning, large tinted windshield, and passenger windows are desirable but not required. A late model school bus in good condition may meet the criteria for vehicles. Scope of Services Page 2 8 9 City shall provide magnetic signs that are to be placed on the Moorpark Beach Bus. Currently, the City has three (3) separate signs: "Moorpark", "City Transit", and "Beach Bus". The magnetic signs can be arranged to read "Moorpark City Transit Beach Bus" along the external sides of the bus and separate "Beach Bus" signs are to be placed on the external front and back of the bus. If Contractor's bus has electronic sign display(s) the electronic sign display shall be programed to display "Moorpark City Transit Beach Bus" or an agreed upon alternative based on the number of characters that the electronic sign can display at one time. SECTION 5. MAINTENANCE The Contractor shall perform the duties and accept the responsibilities set forth in connection with the maintenance of the Contractor's vehicles used to provide services under this Agreement. Contractor's buses, vans, school buses or other vehicles that are used to provide services under this Agreement are referred to in this section as "vehicles". The omission of a duty or responsibility herein shall not relieve the Contractor of its obligation to perform such duty or accept such responsibility, so longus it is usual, customary and generally accepted within the public transportation industry as being an integral element of operating a fixed-route and dial-a-ride public transportation system of a kind and character such as Moorpark City Transit. 5.1. Maintenance Facility: The Contractor shall provide and maintain an appropriate fixed maintenance facility within a thirty-five (35) mile radius from the City. The facility shall be equipped with all tools and equipment necessary for maintenance of. vehicles in accordance with this Agreement. When out-of-service, vehicles shall be stored at all times either within an enclosed, paved garage, or within a paved, security-fenced outside storage area. 5.2. Daily Maintenance: The Contractor shall perform daily vehicle servicing on all vehicles under this Agreement. For purposes of this Agreement, daily servicing shall include, but not be limited to: fueling; check/add engine oil, coolant, water, and transmission fluid; farebox vault pulling and replacement; wheelchair lift check; brake check; light and flasher check; and checking all vehicle performance defects reported by drivers to identify potential safety and reliability items requiring immediate attention. The Contractor shall develop, implement and maintain a written checklist of items included in the daily servicing of the vehicles. The checklist shall be utilized and kept on file for City and California Highway Patrol (CHP) review at any time during regular business hours. The checklist requirement may incorporate or supplement CHP required driver's pre- trip safety inspections. 5.3. Vehicle Cleaning: The Contractor shall maintain all 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 practicable extent throughout the operating day. Vehicles shall be swept and Scope of Services Page 3 9 0 dusted daily. Interior panels, windows, and upholstery shall be cleaned of marks as necessary. The interiors of all vehicles shall be thoroughly washed at least once per week, including all windows, seats, floor, stanchions, and grabrails. All foreign matter such as gum, grease, dirt, and graffiti shall be removed from interior surfaces during the interior cleaning process. Any damage to seat upholstery shall be repaired at the end of each day. 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, bumpers fascia fender shirts, and door edge guards shall be cleaned and treated with a preservative at least once per month, or as often as necessary to maintain an attractive appearance. The bus exterior shall be waxed once every six (6) months. The vehicles shall be kept free of vermin and insects at all times. The Contractor - shall exterminate all vermin and• insects from the vehicles immediately upon their discovery, utilizing safe and non-hazardous materials. 5.4. Preventive Maintenance: The Contractor shall develop and implement a preventive maintenance program. At a minimum, the Agreement's preventive maintenance program shall adhere to the preventive maintenance schedules and standards of the industry, and shall meet the manufacturer's specifications and be sufficient so as not to invalidate or lessen warranty coverage of the vehicles. Adherence to preventive maintenance schedules shall not be regarded as reasonable cause for deferred maintenance in specific instances where the Contractor's employees observe that maintenance is needed in advance of schedule. The Contractor shall not defer maintenance for any reason without the prior written consent of the City. The Contractor shall adjust the work schedule of its employees as necessary to meet all scheduled services and complete preventive maintenance activities according to the schedule. All parts used for preventive maintenance shall be new and meet manufacturer's specifications. The City, at its own expense, may inspect the vehicle(s) to ensure that regular preventive maintenance is being performed. 5.5. Vehicle Repairs: All repairs to the vehicles shall be performed by the Contractor or by other vendors and suppliers and 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 Scope of Services Page 4 91 replacement of components. All required parts shall be new and meet manufacturer's specifications. Repair work shall be conducted as soon as practicable upon learning that such work is required. The Contractor shall perform repair work expeditiously in response to identification of problems by drivers or other staff members. The Contractor shall assure the City that required repairs shall not be deferred beyond a reasonable time. The Contractor shall be familiar with vehicles and equipment warranties and shall comply with all warranty provisions in the conduct of maintenance. 5.6. Vehicle Towing: In the event that towing of a vehicle is required due to mechanical failure or damage, the Contractor shall be responsible to provide such towing at the Contractor's sole expense. 5.7. Maintenance Records and Reports: The Contractor shall prepare, maintain, and make available to the City, the CHP and/or such other regulatory agencies with jurisdiction records and data relative to vehicle maintenance. Maintenance records shall be maintained on all vehicles indicating all warranty work, preventive maintenance, and repairs performed on each vehicle. All such records and reports shall be prepared and maintained in such a manner to fulfill any applicable state or federal requirements, as well as any needs of the City to enable it to evaluate accurately the Contractor's maintenance performance and the operating expense associated with the services provided under this Agreement. The City maintains the right to inspect, examine and test, at any reasonable time, any vehicles used in performance of this Agreement and any equipment used in the performance of maintenance work in order to ensure compliance with this Agreement. Such inspection shall not relieve the Contractor of the obligation to monitor continually the condition of all vehicles and to identify and correct all substandard or unsafe conditions immediately upon discovery. The Contractor shall prepare and maintain records and reports that shall include, but 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. Roadcall reports, or work order, for each roadcall identifying date and time, vehicle number, problem and mileage of vehicle. D. Monthly summary of vehicle miles, vehicle miles since last preventive maintenance inspection, a list of any vehicle repairs made, number and length of time a backup vehicle was used, and vehicle roadcalls. Scope of Services Page 5 9 2 SECTION 6. DRIVERS Drivers are required to possess a valid California Class "B" or "C" driver license for the operation of the type of vehicles to be used by that respective driver. The Contractor shall provide thorough training for all drivers for the proper performance of their duties. Drivers shall also be thoroughly trained on the use of all equipment required under this Agreement, including the Contractor's backup vehicles. At a minimum, drivers shall be required to: wear an approved uniform of clean and neat appearance, be helpful and courteous, ensure that fares are collected and deposited in the farebox, assist senior citizens and disabled passengers, refuse rides to unruly passengers, stay on schedule, obey all traffic laws, and enforce all City Transit Passenger Rules (Exhibit G). Drivers shall not smoke in the vehicles or allow passengers to do the same. City shall have the right, contingent upon the Contractor's personnel policy guidelines, to ask for the temporary or permanent removal of any driver furnished by Contractor for any reasonable cause (not to be construed as requesting removal from Contractor's employment). Contractor shall submit a copy of its current personnel policy guidelines with this Agreement and any amendments thereto. All drivers shall be employees of Contractor and Contractor shall be solely responsible for payment of all employees' wages and benefits. Contractor, without any expense to City, shall faithfully comply with the requirements of all applicable laws with respect to employee liability, workers' compensation, unemployment insurance and other forms of social security. Contractor shall also be responsible for withholding of income tax at its source from employees' wages and, furthermore, the Contractor shall indemnify and hold harmless the City and the State of California from any liability, damages, claims, costs, and expenses of any nature arising from alleged violation of such laws. Contractor shall provide thorough training for all drivers for the proper performance of their duties. Contractor must have a training program encompassing the National Safety Council Defensive Driving Course. This program should also direct itself to dealing specifically with transporting the elderly and mobility impaired. All new employees shall receive proper training and instruction at the time of hiring and prior to being assigned to the service. This training program must be described fully and submitted to City for review with this Agreement for approval by the City. The Contractor shall require pre-employment medical examinations, including drug and alcohol testing, for all prospective drivers and other safety sensitive employees of the Contractor. Any person who has not successfully passed such an examination shall not be permitted to operate a vehicle in any service performed under Agreement to the City. Additionally, the Contractor must have an anti-drug program established for employees under the congressionally mandated Drug-Free Workplace Act. The required anti-drug program would include, in addition to the pre-employment testing, testing after an accident, when there is reasonable cause, periodically, every two (2) years upon receipt Scope of Services Page 6 9 3 or renewal of the Department of Motor Vehicles Medical Examiner's Certificate, and before returning to duty to perform sensitive safety functions after a positive drug test. The Contractor shall comply with the Congressionally Mandated Drug-Free Workplace Act of 1988, by providing certification that (a) the drug free workplace actions shall be implemented, and (b) those actions are being/have been implemented. SECTION 7. BUS OPERATION RECORDS AND REPORTS The Contractor shall be required to maintain ridership and operations records for this service as deemed necessary by the City. The Contractor shall be responsible for submission of monthly service summary reports to the City. These reports, to be submitted by the Contractor within fifteen (15) days of the end of each calendar month, shall include, but not limited to, the following: A. Listing of all vehicles in service. B. Date, time, and length of time for any service disruptions. C. Corrective actions taken for breakdowns and roadcalls. D. 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 roadcalls. E. Total passenger counts by demographic category and fare (student, adult, senior citizen, disabled, etc.) by day. F. Passenger counts by payment method (cash, one-way ticket, and discounted passes) by day. G. Missed or abbreviated route trips; unusual incidents while on duty. H. From time to time, at the City's request, the Contractor shall record passenger activity per stop. SECTION 8. FARES The. Moorpark Beach Bus is a general public transportation service and passengers must pay a fare. The Contractor shall collect fares in accordance with fare policies as set by the City. The fares collected shall be recorded and submitted to the City each service day along with the fare collection sheet for that day. Most excursion and charters sponsored by the Recreation Division, such as Camp Moorpark, Adventure Camp, and Active Adult Center will not have fares that the Contractor has to collect. SECTION 9. CONTACT INFORMATION Contractor shall provide the City with emergency and after hours contact telephone numbers and pagers that the City may use as necessary to communicate with the Contractor after normal working hours. Scope of Services Page 7 9 4 SECTION 10. RADIO COMMUNICATION The Contractor shall provide to the vehicles the necessary communication equipment to allow for communication between the driver and the Contractor's maintenance facility. The Contractor shall notify the City, at the first available opportunity, of any vehicle breakdowns or other problems that may cause schedule delays. SECTION 11. SPECIAL SERVICES From time to time the City may wish to expand the hours or the days of services to the community. With twenty-four (24) hours written notice, Contractor shall provide the special service using the Agreement vehicles, at the regular hourly rate. Scope of Services Page 8 9 5 , EXHIBIT C PROPOSAL COST FORM AND ADDENDA FOR ALL SERVICES DESCRIBED IN THE SCOPE OF SERVICES In response to the Request for Proposals for Bus Excursion and Charter Services from the City of Moorpark, the undersigned agrees to provide services in accordance with these Documents, which have been carefully examined. The City, at its sole option, may contract with more than one bus operator or expand or reduce services during the term of the Agreement. Pricing shall not be adjusted if services in the Scope of Services (Exhibit B) are reduced or expanded during the term of the Agreement. If Contractor has rates that are based on specific vehicle type, Contractor shall provide a Cost Form for each identified vehicle type. Cost— Bus Excursion and Charter Services. Bus Excursions and Charter Services- Cost Per Hour Five(5) Hour Each Additional Year Cost Hour $75.77/5-hour $378.85 $54.12 2017 $77.29/5-hour $386.43 $55.20 2018 $78.83/5-hour $394.16 $56.30 2019 Indicate if Public Utilities Commission Fee of one quarter of one percent (0.25%) of daily rate is included in pricing above (circle one): YES The undersigned understands that any conditions placed on the items stated above, clarification made to the above, or information submitted on or with this form (other than that requested) shall render the proposal unresponsive. If awarded the Agreement, the undersigned hereby agrees to sign said Agreement and to furnish all necessary certificates. PROPOSER: Durham School Services, L.P. CONTACT: Edward Gandel TITLE: Senior Vice President and Chief Operating Officer, West ADDRESS: 4300 Weaver Parkway, Warrenville, IL 60555 TELEPHONE: (805) 4i-3964 Allk EMAIL: egandel@durhamschoolservices.com SIGNATUR : iI//11►/, TITLE: Senior Vice President and By: Dur am Hob(�I, L.L.C.,fir Chief Operating Officer, West its General Partner 20 96 ADDENDA Proposer must fill in number and date of all addenda or enter the word "none": if appropriate. The following addenda are acknowledged'and attached: NO. DATED NO. DATED _ *NONE* 21 97 EXHIBIT D PROPOSER REFERENCE FORMS - PARTS I AND II PART I GENERAL INFORMATION: 1. NAME Durham School Services, L.P. 2. Proposer is a: (circle one) Corporation (rtnershi /Association / Sole Proprietorship 3. Proposer's address and Telephone Number: 4300 Weaver Parkway Warrenville, IL 60555 (630) 821-5400 /(800) 950-0485 4. Name, Title, Telephone Number, and Email Address of Proposer's Authorized Representative: Edward Gandel, Senior Vice-President and Chief Operating Officer (805)404-3964 egandel@durhamschoolservices.com 5. Proposer's Credit References: (Include names, addresses, and telephone numbers of at lease three references, one of which must be the Proposer's bank) A. *We have provided our list of Credit References in Tab 6. B. C. • 22 98 PART II Client List for Transportation Services Currently and/or Previously Provided: 1. Client Name: Conejo Valley Unified School District Client Address: 1400 East Janss Road Thousand Oaks, CA 91360 Contact Person: Janet Boland, Transportation Specialist Telephone Number: (805) 497-9511, ext. 207 Period of Service: 2002 to Present 2. Client Name: City of Westlake Village Client Address: 31200 Oak Crest Drive Westlake Village, CA 91361 Contact Person: Brianne Anderson, Community Services Manager Telephone Number: (818) 706-1613 Period of Service: 2001 to Present 3. Client Name: Burbank Unified School District-Field Trips Only Client Address: 1900 W. Olive Avenue Burbank, CA 91506 Contact Person: Jose Valle, Athletic Director-John Burroughs High School Telephone Number: (818) 5584777, ext. 65904 Period of Service: Field Trip Contract started in 2012 to Present 23 99 nahonal e� ress Standard Credit Reference General Information National Express Durham Holding Corporation FEIN 46-0521722 Business Name: Durham School Services, L.P.(A Delaware Limited Partnership) FEIN: 95-3320487 Limited Partner: Durham Holding I,LLC General Partner Durham Holding II,LLC Executive Officers: David Duke,President &CEO Gary Waits,Chief Financial Officer&Treasurer Incorporated: Incorporated in Delaware in 2002 Business Name: Septran, Inc. FEIN: 35-1159975 Executive Officers: David Duke,President &CEO Gary Waits,Chief Financial Officer&Treasurer Incorporated: Incorporated in Indiana in 1969 Business Name: "The Provider"Enterprises Inc. FEIN: 02-0401950 Executive Officers: David Duke,President &CEO Gary Waits,Chief Financial Officer&Treasurer Incorporated: Incorporated in New Hampshire in 1986 Business Name: Petermann Ltd. FEIN: 31-1643225 Executive Officers: David Duke,President &CEO Gary Waits,Chief Financial Officer&Treasurer Incorporated: Incorporated in Ohio in 1999 Business Name: Safeway Training and Transportation Services, Inc. FEIN: 02-0436874 Executive Officers: David Duke,President &CEO Gary Waits,Chief Financial Officer&Treasurer Incorporated: Incorporated in Connecticut in 1989 �f ' National Express LLC i) rik44 national 4300 Weaver Parkway DURHAM STOCK - - express Warrenville,IL 60555 .. ._ -.:. .,,.,p...•q...., PrnRINANN Voice:800.950.0485 100 Standard Credit Reference General Information National Express Durham Holding Corporation FEIN 46-0521722 (Page 2) Business Name: Smith Bus Service, Inc. FEIN: 52-1694721 Executive Officers: David Duke,President &CEO Gary Waits,Chief Financial Officer&Treasurer Incorporated: Incorporated in Connecticut in 1990 Corporate Offices: 4300 Weaver Parkway,Warrenville,IL 60555 Bank References: Bank of America,231 LaSalle Street,Chicago,IL 60604 Joe Lenzie:312-992-6355 Account:002419800116 (Account"styled"National Express Corp.) General Payment Terms: Net 45 days from the date of the invoice or as mutually agreed with the vendor 1� ' National Express LLC r!_Atk : national 4300 Weaver Parkway DURHAM STOCK . express Warrenville,IL 60555 Voice:800.950.0485 101 naFional express National Express Durham Holding Corporation Trade References Durham School Services L.P. Septran Inc. "The Provider"Enterprises Inc. Petermann Ltd. Safeway Training and Transportation, Inc. Smith Bus Service, Inc. Corcentric Unifirst 2651 Warrenville Road 68 Jonspin Road Suite 560 Wilmington, MA 01887 Downers Grove, IL 60515 Liz Limone Jeff Grygiel 800.347.7888 Ext. 4391 630.925.7682 Email request to: Jgrygiel@corcentric.com W.W. Grainger Imperial Supplies LLC Dept. 831936943 789 Armed Forces Drive Palatine, IL 60038-001 Green Bay, WI 54307-1008 847.647.2060 800.558.2808 24 hour credit reference line Request Fax: 920.491.3286 Acct#831936943 (Durham) Office Depot Valvoline LLC 800 West Bryn Mawr 3499 Blazer Parkway Itasca, IL 60143 Lexington, KY 40509 800.472.6473 859-357-7297 Cary Betti Credit@Ashland.com Cary.Betti@officedepot.com Fax: 859-357-5971 •• • 111 National Express LLC ,� 4300 Weaver Parkway DURHAMWarrenville,IL 60555 STOCK PETERMANN Voice:800.950.0485 102 • EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. 1. Primary or Backup Vehicle Primary 2. Vehicle Mileage 28,382 Date of Odometer Reading: 03/10/2017 3. Vehicle Type/Model/Manufacturer International Transit 4. Date of Manufacture 09/2015 5. Vehicle is (circle one): USED 6. Passenger Seating Capacity 82 • 7. Gross Vehicle Weight Rating 33,000 8. EnginefTransmission Type Diesel/Automatic 9. Overall Length 42' 10. Exterior Width 9'6" 11. Interior Height 6'6" 12. Aisle Width 14" 13. Step Height from Ground 15" 14. Destination Signs (Describe Location and Functions): N/A 24 • 103 i l 15. Wheelchair Equipment(Describe Type/Model/Manufacturer and attach photograph): None 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): 28,382 (no overhaul) 17. Tire Condition: (circle one)OP USEDRECAPPED Comments: Front Rear 25 104 • . f . II I i L • ....,i 4 ... 1 1 Iiii i. .: li . - i • - i it r4, t 1 fri . A _ \ ,. , , . . . .._ ; _ ..,..... .. ......, , . 1 . 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H I ! 1111111111110.44iimilfi_01111/11111WINIni.,..---- ill&' J • :r.. . , . . ..? .-1%.,". ,-.• . , 0.7•-*.--,.. _ . __ , •14, • . „....• _ .if.,,,.. . ..:., _. . ...,............_. . --.. •,• EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. 1. Primary or Backup Vehicle Primary- Camp 33780 2. Vehicle Mileage 1,700 Date of Odometer Reading: 04/10/2017 3. Vehicle Type/Model/Manufacturer International 4. Date of Manufacture 07/2016 5. Vehicle is(circle one): NEW USED 6. Passenger Seating Capacity 82 7. Gross Vehicle Weight Rating 33,000 8. Engine/Transmission Type Diesel/Automatic 9. Overall Length 42' 10. Exterior Width 9'6" 11. Interior Height 6'6" 12. Aisle Width 14" 13. Step Height from Ground 15" 14. Destination Signs(Describe Location and Functions): N/A 24 111 15. Wheelchair Equipment(Describe Type/Model/Manufacturer and attach photograph): N/A 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): 1,700 Miles-- No Overhaul 17. Tire Condition: (circle one) (NEW USED RECAPPED Comments: _Front Rear 25 112 w4eltrr # O'j'j� rl .: : ::. A. R Y- Y..Yi� ` u • b 3Y t f A t AC=Gplkweit, t "x a =: s 4. 'r'w 6 titv �► i :'/:- . ,..,;,,,,-4,,,,'. ',,, .. .. - i / Qgyy " : i : . r =0 \ f 4, ;52 tt ..5, NN'^ k, ,,, 9 6 c 1 IL CIP113 k i," 9 �a a ?„,-.4, 2.,,, ,,tt.;,,,..4.,1,, ,...:,,,,„,,:,, :f . , ,-;`,"*.i-- .;,t.-6:,,,4•-,i i,k;1:,"'.--'' r, ,., ,... 41 t ., IN* pY ' 0 1111111.11111111111111111111111111111 0 • V + - 4v04. : pk } k4� -, t ,::::*'',':::---.::-..-',-',--' ' F9 g ' f,.a rz. 3 'v.:. is. q., . , . -4, ... a i 44.4. 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'1 t. i" 14r4 e$ i g; 1111111/1114"' ' r,F xt � c�'W �, 2 -'. >„ ,,.. s �. # � 1. P _ 'ar- - Fn J 4 d; z a 3 ` ' Agla , : • I 49333 Cr) rFs[3x.• � .F. +3 EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. 1. Primary or Backup Vehicle Back-up 24831 Camp or Beach 2. Vehicle Mileage 73,400 Date of Odometer Reading: 04/10/2017 3. Vehicle Type/Model/Manufacturer International Transit 4. Date of Manufacture 05/2013 5. Vehicle is(circle one): NEW r`USE 6. Passenger Seating Capacity 82 7. Gross Vehicle Weight Rating 33,000 8. Engine/Transmission Type Diesel/Automatic 9. Overall Length 42' 10. Exterior Width 9'6" 11. Interior Height 6'6" 12. Aisle Width 14" 13. Step Height from Ground 15" 14. Destination Signs(Describe Location and Functions): N/A 24 117 15. Wheelchair Equipment (Describe Type/Model/Manufacturer and attach photograph): N/A 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): 73,400 Miles -- No Overhaul 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: Front, Rear 25 118 r as , l -, '4.- 41.1.411,4114100 - _: 1 z . •>.. '°�^m'w1".. .... l 3 R . alit ,,, *4711111111 II; > J i I lift . . iikt ga ._ +iA a x ,kk .,I,:' .fir Bp! .,,,,FArrt*.l!t: '11! ''''' . - __ ..,„, ... .... . , .. ., . I y ,ray . .fi A 119 a< t r N� s'Nb � tie e ', c .. 3�x M • 2 l +., �:} '' .P1'..- teptrZ . ' :� air i P4.-:,....'''.: .' • . ,pgy„• .. - 4-4 • 4 i41 .. .„ aL. :,, ., . , •£ e • .,...• "..„.,.. ..,_,.... ,.,..... a ,. :p . ..,,,,,,,„agessir= , . ., r 5 .. . .,,,,i.'': ".?..'4:,:';'0'":1;A;4,..:'..,. . . . •• ., - .il , f :'11'1,-,4",',':: ::',,. - ,,..,, ._. ,..',4:,,::,..,:: a . 0 .,,_ --'. 1111 .r. - .. � . ... , . .. 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' -\\ \it --,,'..- - _ , %.r.,.,- , \\ ,0 ,0 \ kunilliii =me 11 Of I • 0 j / - .i.i. _ •17 ,.1.;. , '' % 'IS ‘ ‘ lk 1 M lk ill I i 4., • ..n-;.' * ',. li 111111-'' ' lia": Ar"...."..":74°' i .., I il 111 II li I , 1--1 :2 Y NJ 4‘ 0 . , . 111*1Ni"; , "' m N x ff'''''' 4 !Mr '''? , r • $g 6 ` �.? rM 0111411 , I '11 e i , F„ { EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. 1. Primary or Backup Vehicle Back-up Camp or Beach 24829 2. Vehicle Mileage 72,780 Date of Odometer Reading: 04/10/2017 3. Vehicle Type/Model/Manufacturer International Transit 4. Date of Manufacture 05/2013 5. Vehicle is(circle one): NEW (USE) 6. Passenger Seating Capacity 82 7. Gross Vehicle Weight Rating 33,000 8. Engine/Transmission Type Diesel/Automatic 9. Overall Length 42' 10. Exterior Width 9'6" 11. Interior Height 6'6" 12. Aisle Width 14" 13. Step Height from Ground 15" 14. Destination Signs (Describe Location and Functions): N/A 24 124 15. Wheelchair Equipment(Describe Type/Model/Manufacturer and attach photograph): N/A 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): 72,780 -- No Overhaul 17. Tire Condition: (circle one) NEW USED RECAPPED ) Comments: Fromm Rear 25 125 1 \ F - b 3 .. 4 "w r Y i WA j r I Ilit _ I ` 4' �'' e t 17' :-=',4:4-4,,_;,-;,,;','VI fi, . 4 4*r rdY ca" a s ' IA. 11 Alor ,. 111111111111111 I, i T .,-, 1M 4 4 In , :-. -Ier dr -, r 1. `..giN" 12 6 - - - .. .....41.,...., BUS sli . r f . . , , _ .-..4.: ,k,,,,,--iig:':,A,,, t el i .11S 111"21' 41110 arra -47111' 24829 i ;. i i•1 i iii.i 1 iii NI!"i i i 1 1 m mi•1 mi. .. • x • 127 -. 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T1s .._ 111111111.11„, . o � Yom• . e tt ' � i I .... ..... .., .,, ....... ._,..._,.. ..,._ 0 I . - f11111111/1111111611111111111.11. r_ z A. w +.. -4 kit , .. 4 ,7_, , .t -',..,c,,!: t 130 EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. 1. Primary or Backup Vehicle Back-up Camp 33779 2. Vehicle Mileage 8,413 Date of Odometer Reading: 04/10/2017 3. Vehicle Type/Model/Manufacturer International 4. Date of Manufacture 07/2016 5. Vehicle is (circle one): NEW (1.11E-1S7) 6. Passenger Seating Capacity 82 T Gross Vehicle Weight Rating 33,000 8. Engine/Transmission Type Diesel/Automatic 9. Overall Length 42' 10. Exterior Width 9'6" 11. Interior Height 6'6" 12. Aisle Width 14" 13. Step Height from Ground 15" 14. Destination Signs(Describe Location and Functions): N/A 24 131 15. Wheelchair Equipment(Describe Type/Model/Manufacturer and attach photograph): N/A 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): 8,443 -- No Overhaul 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: Fromm Rear 25 - 132 ,Il am . MI OA a al—I .-,-, '-:' 4.4 , ,,o, ,. a, .•• ,.. r A x , .. ..... ' , ' i 'II .• * •' t (. , . ..... • ,,, k '1 t . 4 , .t . - , . ii .. 11111 4 )„ , lc . ,,, . ' r it, In I, . .., . , * . 1 ,.. 0 ! . , a." rt 111.1- "14 i i , . - ... . II , . ... . mit - 'Ii VS 111 5 •5' a: a . . ::'.:•..,:t„..„ -• -- ,- ... . .... .-..4.- ,..-4,4 .•- • .4* 41A -• ' , - r 7, * - . . ,7- , ..oniervirre • i:I)I.1II# i f - - • li I . eietilt#''' t. * I . .-. . . , • It .. 1, ,.,,,,:. 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' .,..,,.....I. I ' • . . • - , . igil . # [,, ..... -• . ,- - , 1.4., ,4.-..1 -'1 - • , .. .... 0, ,,r,i. ': • -.• Ilil int " ,, 44, A .,,„,..... ..",..a."'":; ¶1 , -, _ EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. 1. Primary or Backup Vehicle W/C Van 27127 As-Requested 2. Vehicle Mileage 74,473 Date of Odometer Reading: 04/10/2017 3. Vehicle Type/Model/Manufacturer Thomas 4. Date of Manufacture 05/2009 5. Vehicle is(circle one): NEW (USE ) 6. Passenger Seating Capacity 5 4 W/C 7. Gross Vehicle Weight Rating 4,300 8. Engine/Transmission Type Chevrolet 6.0 -Automatic Transmission 9. Overall Length 24 10. Exterior Width 7 11. Interior Height 6'6" 12. Aisle Width 17 13. Step Height from Ground 12 14. Destination Signs (Describe Location and Functions): N/A 24 138 15. Wheelchair Equipment(Describe Type/Model/Manufacturer and attach photograph): Ricon Hydraulic 52005 -F1020000A 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): 74,473 --No Overhaul 17. The Condition: (circle one) NEW USED RECAPPED Comments: Front 25 139 0 x--I 4111,14,1 ,... . .A 'r P. :-.''. - ••• '..",a * ''. . - ' +' ..' at 4a , #.;....„,:it , --- , , %, , .4, ,s4,k-. „ , ' ''' -4..kol' 4 ' ' * ' ' e.' 40,414 tt,40,NAIF 11.41.arni+404.0.1.0- ''''' ' ' ' '444' .,-4.' - a Orillitik* .11441% /146116''t a * 'W . - ihr go -.. _ — I !ail 16. ..-. ,t - . , .. . . • ....... I Mir ST311•181•8 /00t4aS 1 ( I4lti ' . .1 Is . Illgi.liblit ' simmemppmemplalliftraMiiiiiIMMW/001.11 • ' '''' '•+.11i4iiiiailliglii.....1111111.1.11.111111111011 Wil . • 1 , . • iiimi. . a• J.. , . r 1 I I -- MI . I , 1,1 0 0 .11116. NI I , . ..„ . t . . . , . . 4. . , . • .4 , . .4.„ . 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All materials (boogie boards, back packs, coolers, or other items) must be stored in the bus storage compartment during the trip to/from Zuma Beach. 148 EXHIBIT H INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office (ISO) "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for - claims or suits by one insured against another. Limits are subject to review but in no event less than $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 Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability for each such person. Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a "pay. on behalf" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Contractor, subContractors or others involved in the Work. The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $10,000,000 aggregate. 149 Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of A- or better and a minimum financial size of VII. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and the City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third party.general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right to subrogation prior to a loss. Contractor agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. - 3. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing. 5. No liability policy. shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City's protection without the City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any Durham Insurance Requirements Page 2 150 premium so paid by the City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at the City's option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Contractor, provide the same minimum insurance required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review. 11. Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time, the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required. by giving the Contractor 90 days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to the City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with an insurance Durham Insurance Requirements Page 3 151 • requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until the City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of. this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17. The provisions of any Workers' Compensation or similar act will not limit the obligations of Contractor under this Agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is.for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. Durham Insurance Requirements Page 4 152 22. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement. The City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the City. Durham Insurance Requirements Page 5 153