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HomeMy WebLinkAboutResolution 2006-115 N.C.S. 06/19/2006 Resolution No. 2006-115 N.C.S. of the City of Petaluma, California AWARDING CONTRACT TO PETALUMA PEOPLE SERVICES CENTER FOR DOOR-TO-DOOR PARATRANSIT SERVICES WHEREAS, the City of Petaluma wishes to provide door-to-door paratransit service to those residents of the City who would use an alternate mode of transportation; and, WHEREAS, the City of Petaluma's door-to-door paratransit service is a means of reducing traffic congestion, vehicle emissions, energy consumption, and noise levels as well as providing for those with special needs; and, WHEREAS, it is recommended that Petaluma People Services Center be awarded the contract (Attachment 1) to provide such services in 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 contract to Petaluma People Services for door-to-door paratransit service in accordance with the terns of the above-referenced contract and their proposal at the rates set therein; said contract to be for three years, effective July 1, 2006, through June 31, 2009. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted Uy the A~proved s o Council of the City of Petaluma at a Regular meeting on the 19`~ day of June, 2006, forn1: by the following vote: City Attorney AYES: Vice Mayor Canevaro, Harris, Healy, Nau, O'Brien, Torliatt NOES: None ABSENT: Mayor Glass ABSTAIN: None ATTEST: City Clerk ice ayur Resolution No. 2006-I IS N.C.S. Page 1 Att~~h~~e~~ AN AGREEMENT BETWEEN THE CITY OF PETALUMA AND CONTRACTOR FOR TIIE PROVISION OF FIXED ROUTE AND/OR PARATRANSIT TRANSI'T' 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 (hereinafter "CONTRACTOR"). WITNESSETH WHEREAS, CITY is authorized by Goverrunent Code section 26002 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 and paratransit 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. 2. CONTRACTOR represents hereby that it is in the business and fully qualified in the field of public transportation, and is fully 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 July 1, 2006 and ending June 30, 2009. Upon the mutual agreement of CITY and CONTRACTOR, the Agreement may be extended for up to two additional years, one year at a time, subject to approval by CITY'S City Council. The 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 three percent (3%) 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 Petaluma fixed route Resolution No. 2006-11.5 N.C.S. Page 2 and paratransit services, as recltaii;d in tl:e "'SCOPE OF SFRVICES"attached hereto and incorporated herein by reference, Ior i:he term indicated. 5. CITY hereby promises and agrees with the CONTRACTOR to contract with, and does hereby contract with CONTRACTOR to operate the Petaluma fixed route and paratransit transit services, according to the terms and conditions herein contained and referred to for the prices set forth in the "PAYMENT 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. 6. CONTRACTOR agrees to receive and accept the prices set forth in the PAYMENT SCHEDULE as full compensation to operate the Petaluma fixed route and paratransit services in the manner specified and according to the SCOPE OF SERVICES. 7. Not Agreement of Emplo -rent. 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. 8. By CONTRACTOR'S signature to this Agreement, CONTRACTOR 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 Code, and CONTRACTOR will comply with such provisions before commencing the performance of the work of this contract. The City will not provide Workers' Compensation for CONTRACTOR'S workers, employees or subcontractors. 9. -The complete Agreement consists of the following documents; all of which by reference are made a part of this contract: 1. The Request for Proposal documents for City of Petaluma Transit Operations and Maintenance Contract, for fixed route and paratransit transit services. 2. CONTRACTOR Proposals to Operate Petaluma Transit's fixed route and/or paratransit transit services, including: a) Price Proposal and Budget b) Public Information Proposal c) Maintenance Plan 3. Additional Submittals as included in CONTRACTOR'S Proposal. 4. SCOPE OF SERVICES attached hereto. 5. PAYMENT SCHEDULE attached hereto. 6. FEDERAL REQUIREMENTS attached hereto. Resolution No. 2006-115 N.C.S. Page 3 10. Scope of Services. Provide all labor, ec~uipnient, tools and materials necessary to provide fixed route and paratransit services as more specifically set forth in the SCOPE OF WORK attached hereto and incorporated by referenced herein. 11. Administration of Agreement. CONTRACTOR'S compliance with Agreement shall be supervised and administered by CITY by its Public Works Department. 12. 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 CONTRACTOR in all aspects of CONTRACTOR'S performance of Agreement, who shall be available 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. 13. Commencement and Duration. CONTRACTOR agrees to provide the fixed route and/or door- to-door paratransit transit services, subject to the terms herein, during the Term set forth in .Section 3 above. 14. Changes in Level of Service. The level of service required of CONTRACTOR shall. be as specified in Section 2.1 "Service Description" of the SCOPE OF SERVICES attached hereto and as otherwise specified in Agreement. The procedures for implementing changes in the level of service and to the schedule shall be as defined in Section 2.1.2" Adjustment to Service" of the SCOPE OF SERVICES attached hereto. 15. Permits to Operate. At its sole cost and expense, CONTRACTOR shall obtain any and all permits, 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. 16. Notice of Deficiencies. CITY'S Public Works Director 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. 17. Force Majeure. CONTRACTOR shall not be charged, nor shall CITY demand from CONTRACTOR, damages because of failure in providing the 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 CONTRACTOR 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. Resolution No. 2006-115 N.C.S. Page 4 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 and, thereafter, shall report to CITY all relevant information then known to CONTRACTOR, and shall continue to so report as appropriate. 18. No Conflictin Uses. CONTRACTOR shall not operate, lease or charter CITY-provided equipment used for Agreement for any purpose other than this Agreement, unless specifically authorized by CITY. 19. Notice. All notices shall be made by certified U.S. mail, postage prepaid, return receipt requested, or hand-delivered, addressed as follows: CITY: Dept. of Public Works, c/o City Clerk City of Petaluma PO Box 61 Petaluma, California 94953-006.1 CONTRACTOR: Service of such notices shall be deemed complete on the date of deposit in the U.S. Mail or hand- delivered. 20. 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 five percent (5%) of the estimated expenditure for each contract year. The Performance Bond shall be furnished forty-five (45) days prior to the 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. 21. 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. 22. Continuity. Agreement is binding upon each of the parties and their respective heirs, shareholders, officers, directors, partners, executors and successors. 23. Assi ent 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. Resolution No. 2006-115 N.C.S. Page 5 24. Assi ent (City. The CITY reserves the right to assign. its responsibilities under Agreement to any existing or future governmental entity for the provision of public transportation services. Such assignment shall constitute a complete novation between 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. Assignment 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 payanents. 25. Transition to Future Contractor. 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-confidential personnel and maintenance files. 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 information inquiries and any sequential roll-over numbers to the new CONTRACTOR(S). CONTRACTOR shall provide its best 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. 26. Indemnification and Hold Harmless Agreement. Consultant shall indemnify, defend with counsel acceptable 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 maybe amended from time to time, such indemnity shall not include Liability for the active negligence of City. 27. .Insurance Requirements All insurance documents are to be sent to: Mr. James Ryan Project Manager City of Petaluma 555 North McDowell Blvd. Petaluma, CA 94954 Subcontractors: Resolution No. 2006-115 N.C.S. Page 6 Contractor shall include all subcontractors as insureds under its policies or shall furnish certificate and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the provisions stated herein. 28. Immigration 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 Reform and Control Act of 1986, and rules and regulations promulgated in conrmection therewith (hereinafter "IRCA"). CONTRACTOR shall indemnify, defend and hold CITY hammless 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. 33. Disadvantaged Business Enterprise and Equal Employment Opportunity and Other Federal Requirements. CONTRACTOR acknowledges that it will affirmatively ensure that in regard to contracts entered into pursuant to Agreement, Disadvantaged Business Enterprises will be afforded full opportunity 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 committed 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 opportunity to 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. Resolution No. 2006-115 N.C.S. Page 7 (2) Take affirmative action to ensure the applicants are employed, and that 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 that 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 has a collective bargaining agreement or other contract or understanding, the notice to be provided by the CONTRACTOR's Agreements Officer advising the labor union or worker's representative of CONTRACTOR's commitments under 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) Furnish to CITY all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. Standard .Form 100 (EEO-1), or any successor form, in the proscribed form 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 the purpose of investigation to ascertain CONTRACTOR'S compliance with the applicable rules, regulations, and orders. (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 may be declared ineligible for further Government contracts under procedures authorized in Executive Order 1.1246, as amended. In addition, sanctions maybe imposed, and remedies invoked against CONTRACTOR as provided in Executive Order 1.1246, 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 (11) 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 terms and conditions will be binding upon each subcontractor or vendor. (11) Take 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. Resolution No. 2006-I 15 N.C.S. Page 8 34. Termination. A. Termination Without Cause. Agreement maybe 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 for 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 final payment by CONTRACTOR shall constitute a complete accord and satisfaction as between CONTRACTOR and CITY. B. Termination 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 accident/ 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 qualified personnel, training; supplies, or equipment required in Agreement. f. Failure by CONTRACTOR to make the corrections specified by CITY at the times specified. g. Failure by CONTRACTOR to submit the required reports in a truthful, .accurate manner. 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 of CITY-provided equipment or facilities for purposes other than those authorized by CITY. j. Failure 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. Agreement may also be terminated at any time upon mutual consent between both CITY and CONTRACTOR. Resolution No. 2006-115 N.C.S. Page 9 D. Termination During Extended 'Term. Termination during any extension of Agreement shall be made in the same manner and for the same reasons as during the initial term. 35. 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 ti, be a waiver of any other term or condition contained herein, or a wavier of any subsequent breach or violation of the same, or any other term or condition. The acceptance by CITY of the performance of any work or services by CONTRACTOR shall not be deemed to be a wavier of any term or condition of Agreement. 36. Additional Terms. The validity, legality, or enforceability, in whole, or in part cif 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. IN WITNESS WHEREOF, the parties hereto have executed Agreement the day and year herein above written. CITY OF PETALUMA, a municipal CONTRACTOR corporation By: By: City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED: Department Duector Resolution No. 2006-115 N.C.S. Page 10 APPROVED: Risk Manager APPROVED: Administrative Services Director Resolution No. 2006-115 N.C.S. Page 11