HomeMy WebLinkAboutResolution 2006-186 N.C.S. 11/06/2006 Resolution No. 2006-186 N.C.S.
of the City of Petaluma, California
RESOLUTION AWARDING CONTRACT TO MV TRANSPORTATION, INC.,
FOR FIXED ROUTE TRANSIT SERVICES
WHEREAS, the City of Petaluma wishes to provide fixed route transit service to those
residents of the City who would use an alternate mode of transportation; and,
WHEREAS, the City of Petaluma's fixed route service is a means of reducing traffic
congestion, vehicle emissions, energy consumption, and noise levels; and,
WHEREAS, it is recommended that MV Transportation, Inc., be awarded the contract
(Attachment A) to provide such services iii accordance with the specifications and requirements
of the Request for Proposals and their proposal.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Petaluma does hereby award the above-referenced contract to MV Transportation, Inc., in
accordance with the terms of the contract and their proposal as modified September 2006. Said
contract is to be for three years, effective January 1, 2007, through December 31, 2009.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: [hereby certify the foregoing Resolution was introduced and adopted by the Ap rove as to
Council of the City of Petaluma at a Regular meeting on the 6°' day of November, ~fom~:
2006, by the following vote:
City Attorney
AYES: Mayor Glass, Healy, Vice Mayor Nau, O'Brien, Torliatt
NOES: None
ABSENT: Hatris
ABSTAIN: None -
o ~
ATTEST: C:
City Clerk Mayor `
Resolution No. 2006-186 N.C.S. Page 1
ATTACHMENT A
AN AGREEMENT BETWEEN
TIIE CITY OF PETALUMA A.ND M V TRANSPORTATION, INC.
FOR THE PROVISION OF FIXED ROUTE TRANSIT SERVICES
THIS Agreement ("Agreement") is made and entered into this day of - , 2006, by
and between the City of Petaluma (hereinafter "CITY"), a municipal corporation, and MV Transportation, Inc.,
(hereinafter "CONTRACTOR").
WITNESSETH
WHEREAS, CITY is authorized by Government Code section 25002 to furnish and operate public
transportation services, and by the Public Utilities Code section 99288 and Government Code section 3100, to
enter into an Agreement to provide such services, and CITY desires to exercise such authority, and
WHEREAS, CITY has prepared, distributed and advertised a request for proposals for general public fixed
route transit services, and
WHEREAS, more than one entity has responded to the request and submitted a proposal, and
WHEREAS, CITY has evaluated the proposals submitted and selected the CONTRACTOR identified
above, and
NOW, THEREFORE, in consideration of the above, CITY and CONTRACTOR hereto agree as follows:
1. This Agreement shall satisfy the requirements of Public Utilities Code section 99288, and the rules and
regulations adopted by the Secretary of Business and Transportation Agency, and the Metropolitan
Transportation Commission, pursuant to Public Utilities Code section 99401, making a portion of CITY
Funds available under the Mill-Alquist-Deddeh Act of 1971; as amended.
Z. CON"TRACTOR represents hereby that it is in the business and fully qualified in the field of public
transportation, and is fimlly willing and able to adhere to this Agreement, at the costs specified herein, and
with the level of service and quality specified herein, including all attached Exhibits, inclusive. CITY has
awarded this Agreement in reliance upon such representations, and on CONTRACTOR's particular skills,
experience, and abilities as represented by CONTRACTOR.
3. Agreement period shall be for three (3) years, commencing on January 1, 2007 and ending December 31,
2009. Upon the mutual agreement of CITY atmd CONTRACTOR, the Agreement may be extended for up
to hvo additional years, one year at a time, subject to approval by CITY'S City Council. 1'he operations
budget for any such extended year, shall be increased over that of the preceding year by the inflation rate,
as measured by the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose
Metropolitan Statistical Area, not to exceed an increase of five percent (5%) annually.
4. That for, and in consideration of the payments and Agreements hereinafter to be made and performed by
CITY, the CONTRACTOR agrees with CITY, to operate the City of Petaluma's fixed route transit service,
as required in the "SCOPE OF SERVICES" attached hereto and incorporated herein by reference, fir the
term indicated. CITY hereby promises armd agrees with the CONTRACTOR to contract widen, and does
hereby contract with CONTRACTOR to operate the City of Petaluma's fixed route transit service,
according to the teens and conditions herein contained and referred to for the prices set forth in the
"PAYMEN'T SCHEDULE" attached hereto, which is made a part hereof; and CITY hereby contracts to pay
the same at the time, in the manner and upon the conditions therein set forth; and the parties hereto for
themselves, their heirs, shareholders, directors, partners, executors, administrators, officers, employees, and
successors, and do hereby agree to the full performance of the covenants herein contained.
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Resolution No. 2006-186 N.C.S. Page 2
Conlinrred;
,9yreenren/ Be/ireen The Cih+ojPelnlurna and A/1'Transpar/n/ian, Inc,
For Firec! Route Trnrrsi! Services
5. CONTRACTOR agrees to receive and accept the prices set forth in the PAYMENT SCHEDULE as full
compensation to operate the City of Petaluma's fixed route transit service in the manner specified and
according to the SCOPE OF SERVICES.
6. Not Agreement of Employment. It is understood and acknowledged that Agreement is not a contract of
employment between CITY and CONTRACTOR, or any agents, officers, or employees of
CONTRACTOR. CONTRACTOR is, and shall at all times be, deemed to be an independent
CONTRACTOR. CONTRACTOR is not authorized to bind the CITY to any contracts or other
obligations. CONTRACTOR is not an agent or employee of the CITY, and shall at no time represent itself
to be such agent or employee.
7. By CONT'IZACTOR's signature to this Agreement, CON"TRACTOR certifies that it is aware of the
provisions of section 3700 of the Labor Code, which require every employer to be insured against liability
for Worker's Compensation, or to undertake self-insurance, in accordance with the provisions of that Cade,
and CONTRACTOR will comply with such provisions before commencing the perfornance of the work of
this contract. The City will not provide Workers' Compensation for CONTRACTOR's workers,
employees or subcontractors.
8. 'T'he complete Agreement consists of the following documents; all of which by reference are made a part of
this contract:
A. Exhibit "A" City of Petaluma Request for Proposals (RFP), published March 2I, 2006, entitled
"INVITATION TO SUBMIT A PROPOSAL FOR OPERATION OF PETALUMA TRANSIT'S
GENERAL PUBLIC FIXED ROUTE ANDIOR DOOR-TO-DOOR PARATRANSIT TRANSIT
SERVICES", including: Scope of Work, insurance requirements, reporting requirements and all
attachments.
B. Exhibit "B" Proposal submitted by MV Transportation Inc, dated April 20, 2006, to Operate Petaluma
Transit's fixed route transit service, including: All attachments and required certifications.
C. .Exhibit "C" MV Transportation, Inc. Letter Dated September 24, 2006 including modified cost
proposal, budget detail and proposed wages included as attachment.
D. Exhibit "D" PAYMENT SCHEDULE attached hereto.
9. Scope of Services. Provide all labor, equipment, tools and materials necessary to provide fixed route transit
service as more speciFically set forth in the SCOPE OF WORK attached hereto and incorporated by
referenced herein.
10. Administration of Agreement. CONTRACTOR's compliance with Agreement shall be supervised and
administered by CITY by its Public Works Department.
11. On-Site Management. The person serving as CONTRACTOR'S Operations Manager shall be approved by
CITY. In addition, CONTRACTOR shall designate an agent authorized to bind the CONTRAC"TOR in all
aspects of CONTRACTOR'S performance of Agreement, who shall be aVailab]e at all times, either by
phone or in person, to make decisions or provide coordination as necessary.
The above individuals shall be responsible for monitoring all aspects of the service, including, but not
limited to, ridership, quality of service, fare collection, operations, maintenance and repairs, attitudes,
motivation, and performance of all personnel.
12. Commencement and Duration. CONTRACTOR agrees to provide the fixed route City of Petaluma's fixed
route transit service, subject to the terms herein, during the Terns set forth in Section 3 above.
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Resolution No. 2006-186 N.C.S. Page 3
Conthnred;
:4greemer7t Behveen The Ciry ajPetnlasur and A/I%Transporlntion, Inc,
For Filed Rotrte Ti•nnsit Sernicer
13. Changes in Level of Service. The level of service required of CONTRACTOR shall be as specif ed in
Section 2.1 "Service Description" of the SCOPE OF SERVICES attached hereto and as othettivise specified
in Agreement. The procedures for implementing changes in the level of service and to the schedule shall
be as defined in Section 2.] .2"Adjustment to Service" of the SCOPE OI' SERVICES attached hereto.
14. Pern~its to Operate. f1t its sale cost and expense, CONTRACTOR shall obtain any and all pernuts,
licenses, certifications, or entitlements to operate as are now or hereafter required by any agency to enable
CONTRACTOR to perform Agreement, and shall provide copies of all such entitlements to CITY when
received by CONTRACTOR.
1 Notice of Deficiencies. CITY'S Public Worls Duector may issue a Notice of Deficiencies to
CONTRACTOR, specifying areas of unsatisfactory performance, and specifying what improvements are
necessary to correct the deficiency or deficiencies. Such notice shall specify the provision(s) of Agreement
which address the issue. CONTRACTOR shall correct deficiency within reasonable time limits specified
by CITY.
16. Force Majeure. CONTRACTOR shall not be charged, nor shall CI"fY demand from CONTRACTOR,
damages because of failure in providingthe services indicated in Agreement due to unforeseeable causes
beyond the control and without the fault or negligence of CONTRACTOR. Such causes of excusable delay
may include acts of public enemies, military attack and/or other actions, fires, floods, snow storms,
earthquakes, epidemic, quarantine, restrictions, strikes, freight embargoes, public road closures, but. in
every case the delay is excusable only for so long as, and to the extent that, the condition causing the
excusable delay.
CONTRACTOR shall be entitled to no compensation for any service, the performance of which is excused
pursuant to this paragraph.
In the event that CON"TRACTOR is unable to provide the services indicated due to any cause, he shall
make a reasonable attempt to so notify the public, including notification to local newspapers, notice on
City's website, and, if appropriate, local radio and television stations.
Whenever CONTRACTOR has knowledge that any actual or potential force majeure may delay or prevent
performance of Agreement, CONTRACTOR, on a timely basis, shall notify CITY of the facts arid,
thereafter, shall report to CITY all relevant information then laiown to CONTRACTOR, and shall continue
to so report as appropriate.
17. No Conflicting Uses. CONTRACTOR shall not operate, lease or charter CITY-provided equipment used
for Agreement for any purpose other than this Agreement, unless specif catty authorized by CITY.
18. Notice. All notices shall be made by certified ILS. mail, postage prepaid, return receipt requested, or hand-
delivered, addressed as follows:
CITY: City of Petaluma CONTRACTOR: MV Transportation, Inc
Mr. Vincent Marengo Mr. Jon Monson
Director of Public Works Chief Executive Oflicer
PO I3ox 61 360 Campus Drive
Pehtlmna, CA 94952 Fairfield, CA 94585
A. Service of such notices shall be deemed complete on the date of deposit in the U.S. Mail or hand-
delivered.
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Resolution No. 2006-186 N.C.S. Page 4
Conlinaed;
Agreement Behveen The City of Peln/uma nerd A~1 t~ Transpor•tolion, Inc,
For' Fisecl Route 7rmtsil Ser-~~ices
19. Performance Bond. CONTRACTOR shall provide an annual Performance Bond, executed by
CONTRACTOR and a surety company licensed to do business as such in the State of California, to CITY
in the amount of f ve percent (5%) of the estimated expenditure for each contract year. The Performance
Bond shall be furnished forty-five (45) days prior to tIae commencement of each contract year for the term
of Agreement. The condition of such bond shall be that CONTRACTOR shall fully and faithfully perform
all conditions and covenants of Agreement or that the face amount of such bond shall be forfeited to CITY.
The bond may be a renewable one-year bond, and shall be renewed annually before its expiration date,
provided, however, that such bond must remain in full force and effect from and after the date CITY makes
any demands for payment on the bond until the CITY releases such claim. Provision of such bond is a
material covenant of Agreement.
20. Precedence of Agreement Documents. In the event of a conflict or ambiguity arising between Agreement
documents or any term therein; the document executed later in time shall prevail over the document
executed earlier in time.
21. Continuity. Agreement is binding upon each of the parties and their respective heirs, shareholders, officers,
directors, partners, executors and successors.
22. Assignment (Contractor). The performance of Agreement may not be assigned, or in any way
subcontracted on a continuing basis, or any vehicle subchartered, except upon the prior written consent of
CITY. CITY shall not consent to any proposed assignment. or subcontracting, novation, other writing, or
agreement which would have the effect of relieving CONTRACTOR or CONTRACTOR's surety of their
responsibility and/or liability under Agreement.
23. Assignment (City). The CITY reserves the right to assign its responsibilities tinder Agreement to any
existing or titture governmental entity for the provision of public transportation services. Such assignment
shall constitute a complete novation bettiveen CITY and CONTRACTOR; and receipt by CONTRACTOR
from CITY of sums then due and payable for services rendered pursuant to Agreement prior to assignment
shall constitute a complete accord and satisfaction as between CITY and CONTRACTOR.
24. Assigrunent of vehicle, and equipment lease(s), if any, from CITY to CONTRACTOR shall be activated by
a separate written agreement jointly signed by CITY and a principal from CONTRACTOR. Such separate
written agreement shall be attached to Agreement to be incorporated by reference and shall indicate which
party is responsible for lease payments.
25. Transition to Future Contractor.
A. Up to forty-five (45) days following the effective date of the termination or expiration of Agreement,
CONTRACTOR shall provide to either CITY, or to any future CONTRACTOR(S) selected by CITY,
CONTRACTOR'S full cooperation in the transition to the successor CONTRACTOR(S). This shall
include, as a minimum, consultation regarding labor and management issues (including a delineation of
wage and benefits by employee category) and access to non-conftdential personnel and maurtenance
files.
B. CONTRACTOR'S telephone equipment shall be made available to the successor CONTRACTOR(S)
pending installation of the new CONTRACTOR'S equipment. CONTRACTOR shall release the
telephone number(s) used for public inforn~ation inquiries and any sequential roll-over numbers to the
new CONTRACTOR(S). CONTRACTOR shall provide its hest professional effort to assure smooth
transition from CONTRACTOR'S services to new CONTRACTOR{S) services, and shall cooperate
fully with CITY and the new CONTRACTOR(S) to this end.
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Resolution No. 2006-186 N.C.S. Page 5
Cartirwed;
Agreemen! Behveerr The Ciry ojPe[nhunn and A91! TrnnsTartcNiar, I)rc,
For Ficed Route Ti~nnsil Sen~ices
26. Indenurif cation and Hold Harmless Agreement. Consultant shall indemmify, defend with cowlsel
acceptab]e to City, and hold harmless City and its officers, officials, employees, agents and volunteers from
and against any and all liability, loss, damage, claims, expenses, and costs (including, without limitation,
attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in
connection with Consultant's performance of the Services or its failure to comply with any of its obligations
contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of
City. Notwithstanding the foregoing, to the extent that this Agreement is a "construction contract" within
the definition of Civil Code Section 2783, as may be amended from time to time, such indenurity shall not
include Liability for the active negligence of City.
27. Insurance Requirements
A. All insurance documents are to be sent to:
City of Petaluma
Mr. Vincent Marengo
Director of Public Works
PO Box 61
Petaluma, CA 94952
B. Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish
certif care and endorsements for each subcontractor, All coverage for subcontractors. shall be subject to
all of the provisions stated herein.
28. Inunigrafion Reform and Control Act of 1986. CONTRACTOR assumes full responsibility for verifying
the identity and employment authorization of all of its employees performing work hereunder in
compliance with the federal Immigration Reforn and Control Act of 1986, and rules and regulations
promulgated in comlection therewith (her`einafter "IRCA"). CONTRACTOR shall indemnify, defend and
hold CI"fY harmless from and against any loss, damage, liability, costs or expenses arising from any
noncompliance with the provisions of IRCA..
29. Successors. Agreement shall be binding upon, and shall inure to the parties hereto, and their respective
shareholders, partners, officers, directors, agents, personal representatives, successors-in-interest, .
employees, and assigns.
30. Counterparts. Agreement may be executed simultaneously or in counterparts, and each of the counterparts
shall be deemed to be an original, but all such counterparts shall constitute one and the same Agreement.
31: Governing Law. Agreement shall be construed and enforced pursuant to the laws of the State of California.
Any suits brought under Agreement shall be filed in the Courts of Sonoma County.
32. Americans with Disabilities Act. CONTRACTOR acknowledges that service provided as a result of
Agreement may be subject to the Americans with Disabilities Act (ADA). CONTRACTOR agrees to
comply with the requirements of the ADA including vehicles and service accessibility to the extent that it is
applicable.
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Resolution No. 2006-186 N.C.S. Page 6
CaNinrred;
Agreenrenl I3ehrcen The Cih~ oJPetnlunra and A!N Trmtspa•mtion, /nc,
For Fired Rouse Trnnsi! Sernices
33. Disadvantaged Business Enterprise and Equal Employment Opportunity, and Other Federal Requirements.
CONTRACTOR acknowledges that itwill affirmatively ensure that inregard to contracts entered into
pursuant to Agreement, Disadvantaged. Business Enterprises will be afforded full opporimnmity to submit
bids in response to said contracts, and will not be discriminated against on grounds of race, color, gender,
or national origin in consideration of award. CONTRACTOR agrees to comply with all FEDERAL
REQUIREMENTS described in Exhibit A attached hereto.
The CITY hereby notifies CONTRACTOR that recipients of Federal Financial Assistance from the
Department of Transportation are conunitted to have adopted a Disadvantaged Business Enterprise Policy,
in accordance with Federal Regulations issued by the Department of Transportation: This policy provides
that Disadvantaged Business Enterprises will be afforded every practical oppot•tunity tc participate in
procurement. activities.
CONTRACTOR agrees to provide to CITY, prior to the commencement of the services required herein,
certification that CONTRACTOR has complied with all the requirements of Section 23.67 of the Federal
Register.
During the term of Agreement, CONTRACTOR also agrees as follows:
1 } Not discriminate against any employee or applicant for employment because of race, color, religion,
gender, or national origin.
2) Take affirmative action to ensure the applicants are employed, and tlmat employees are treated
during employment, without regard to their race, color, religion, gender, or national origin: This
shall include, but not be limited to: {i) employment. (ii) upgrading, (iii) demotion, (iv) transfer, (v)
recruitment or recruitment advertising, (vi) layoff or termination, (vii) rates of pay or other forms of
compensation, and (viii) selection for training, including apprenticeship.
3) Post in conspicuous places available to employees and applicants for employment, notices to be
provided by the CONTRACTOR tlmat explain this clause.
4) State, in all solicitations or advertisements for employees placed by, or on behalf of the
CONTRACTOR, that all qualified applicants will receive consideration for employment without
regard to race, color, religion, gender; or national origin..
5) Send to each labor union or representative of workers with which it lmas a collective bargaining
agreement or other contract or understanding, the notice to be provided by the CONTIZACTOR's
Agreements Officer advising the labor union or worker's representative of CON1'RACTOR's
commitments tinder this clause and post copies of the notice in conspicuous. places available to
employees and applicants for employment.
6} Comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the
Secretary of Labor.
7) Ftunish to CITY all infornmation required by Executive Order 1124b, as amended, and by the miles,
regulations, and orders ofthe Secretary of Labor. Standard Form 100 (EEO-1), or any successor
form, in the proscribed fornm to be filed within 30 days following the signing of Agreement, unless
filed with 12 months preceding the date of Agreement.
8} Permit access to its books, records, and accounts by the CITY, or the office of Federal Agreement
Compliance Programs (OFCCP) for time purpose of investigation to ascertain CONTRACTOR'S
compliance witlm time applicable rules, regulations, and orders.
6 of 9
Resolution No. 2006-186 N.C.S. Page 7
Conlimred,
.agreewen! Qehoeen The Ciq; of Pelahunn mrd A/VTi•nnsporlntion, Inc,
For Fixed Route. Ti~arsi! Services
9) If the OFCCP determines the CONTRACTOR is not in compliance with this clause, or any rule,
regulation, or order of the Secretary of Labor, Agreement may be canceled, terminated, or
suspended in whole, or in part and CONTRACTOR inay be declared ineligible for further
Govertnnent contracts under procedures authorized in Executive Order 11246, as amended. In
addition, sanctions may be imposed, and remedies invoked against CONTRACTOR as provided in
Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or
as otherwise by Law.
10) Include the terms and conditions of subparagraph (1) through (l l) of this clause in every
subcontract or purchase order that is not exempted by the rules, regulations, or order of the
Secretary of Labor issued under Executive Order 11246, as amended, so that these ternis and
conditions will be binding upon each subcontractor or vendor.
] 1) Tale such action with respect to any subcontract or purchase order as the City may direct as a
means of enforcing these terms and conditions, including sanctions for noncompliance, provided,
that if CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor
or vendor as a result of any direction, CONTRACTOR may request the United Sates to enter into
the litigation to protect the interest of the United State.
34. Termination.
A. Termination Without Cause. Agreement may be terminated in whole or in part, for convenience and
without cause, by CITY, by giving CONTRACTOR thirty (30) days written notice of the intent to
terminate, whenever CITY determines that termination is in the best interests of CITY. Should
Agreement be terminated for convenience, CONTRACTOR shall be paid far all authorized services
provided, including reasonable charges for demobilization. However, CONTRACTOR shall not be
paid any anticipated profit or fees for services not provided. Acceptance of such fir..al payment by
CONTRACTOR shall constitute a complete accord and satisfaction as between CONTRACTOR and
CITY.
B. Terniination Upon Breach. Agreement may be terminated by CITY immediately in the event of a
material breach by CONTRACTOR. A "material breach" for this purpose shall include, but not be
limited to, the following items:
a. Repeated failure by CONTRACTOR to operate service on time, or to complete trips beyond
acceptable response time as agreed between CITY and CONTRACTOR.
b. Repeated failure by CONTRACTOR to provide clean and safe vehicles due to actions by
CONTRACTOR and not caused by CITY.
c. Failure by CONTRACTOR to operate a safe service (e.g., having an accidentl incident record
higher than industry norms).
d. Invalidation or lessening of warranty coverage on CITY-provided equipment due to
CONTRACTOR'S negligence.
e. Failure by CONTRACTOR to provide qualif ed personnel, training, supplies, or equipment required
in Agreement.
f. Failure by CON"TRACTOR to make the corrections specified by CITY at the times specified.
g. Failure by CONTRACTOR to submit the required reports in a truthful, accurate mariner.
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Resolution No. 2006-186 N.C.S. Page 8
Contimred,~
Agreement Behveen The City of Pemhann and i1d1% Ti•nnsportation, Irrc,
Fa• Fised Rouse Ti~rmsit 3ervices•
h. Failure by CONTRACTOR to expeditiously process payment for damages to CITY-provided
equipment that were due to actions by CONTRACTOR and not caused by CITY.
i. CONTRACTOR's use ofCITY-provided equipment or facilities for purposes other than those
authorized by CITY.
j. Fai]ure by CONTRACTOR to pay wages or provide .benefits to its employees at the rates and
conditions specified in Agreement, or failure to pay payroll taxes, Social Security withholding
taxes, or other taxes and fees mandated by the State of California or the Federal Government.
C. Termination by Mutual Agreement. Agreementmay also be terminated at any time upon mutual
consent between both CITY and CONTRACTOR.
D. Termination During Extended Term. Terniination during any extension of Agreement shall be made in
the same manner and for the same reasons as during die initial term.
3~. City's Remedies on Breach. It is understood and agreed that in the event of failure of CONTRACTOR to
perform services required by Agreement, in addition to all other remedies, penalties and damages provided
by law, CITY may provide such services, and deduct the cost of doing so from the amounts due, or to
become due to CONTRACTOR. The costs to be deducted shall be the actual costs to CITY to provide
such services, or the costs shown on the Payment Schedule, whichever is greater.
CONTRACTOR agrees that any waiver, or any breach or violation, of any term or condition of Agreement,
or any failure to enforce any term or condition of Agreement, shall not be deemed to be a waiver of any
other term or condition contained herein, or a wavier of any subsequent breach or violation of the same, or
airy other teen or condition. The acceptance by CITY of the performance of any work or services by
CONTRACTOR sh~dl not be deemed to be a wavier of any term or condition of Agreement.
36. Additional Tern1s. The validity, )egality, or enforceability, in whole, or in part of any provision of
Agreement, shall not affect or impair the validity, legality, or enforceability of other provisions.
This Agreement and all exhibits, addenda, and documents incorporated by reference herein, constitute the
full and complete understanding. of the parties, and supersedes any previous agreements or understandings,
oral or written, with. respect to the subject matter hereto. The Agreement may only be modified by a
written instrument.. signed by both parties hereto.
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l~
Resolution No. 2006-t 86 N.C.S. Page 9
Carlinued;
Agreement I3ehveen The Ciry of Petaluma and A-/I% Trmispa•tnlion, Grc,
For Fixed Route Trnnsi! Services
IN WITNESS WHEREOF, the parties hereto have executed Agreement the day and year herein above
written.
CITY OF PETALtJMA, A Municipal Corporation CONTRACTOR
By: By:
City Manager Jon Monson, Chief Executive OfFcer
ATTEST:.
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
APPROVED:
By:
Director of Public Works
APPROVED:
By:
Risk Manager
APPROVED:
By:
Administrative Services Director
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Resolution No. 2006-186 N.C.S. Page 10