Item 10 - CONSIDERATION OF SCHOOL BUS CONTRACT FOR RECREATION TRANSITAGENDA ITEM NO. 10
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
DATE: September 17, 2019
TO: Mayor and City Council
FROM: David Carmany
City Manager
SUBJECT: CONSIDERATION OF SCHOOL BUS CONTRACT FOR RECREATION TRANSIT
RECOMMENDATION:
It is recommended that the City Council take the following actions:
1. Approve Student Transportation of America for Recreation Transit - School
Bus Services for three years plus two optional annual extensions; and
2. Authorize the City Manager to negotiate and execute a contract with Student Transportation of America for
Recreation Transit - School Bus Services for an amount not to exceed $35,000 annually.
BACKGROUND:
On June 12, 1989, the West Covina City Council approved the formation of the West Covina Recreation Transit
Program to provide transportation for City sponsored events, school districts, and other non-profit organizations.
The City contracts with a vendor to provide school bus services, primarily used for the transportation of children
(i.e. City's daycare program, field trips for local elementary schools, etc.) Recreation Transit is an eligible use of
funds received through the Metro Local Return Program. For Fiscal Year (FY) 2019-2020, the program is budgeted
in Account No. 122.61.5145.6120 (Proposition Q.
The current contract with Student Transportation of America, which was approved by the City Council on October
7, 2014, is due to expire on October 1, 2019.
DISCUSSION:
On August 1, 2019, staff issued a Request for Proposals (RFP) for Recreation Transit - School Bus Services, which
was advertised on Planetbids.com and the City's website. On August 29, 2019, three (3)
proposals were received. The schedule of costs included in the proposals are summarized below:
Summary of Cost Proposals
Item
California Bus
I Student Transportation of JM
America I
Coach
Minimum Trip Fee/Hours
1$448.20 per 5 Hours 11$446.25
per 5 Hours
1$625.00 per 5 Hours
Maximum One-way Distance
175 Miles
100 Miles
150 Miles
Rate Per Additional Hour
1$81.00 per Hour
1$78.75 per Hour
1$110.00 per Hour
Rate Per Additional Mile 11
$4.00 per Mile
1$1.75 per Mile
1$3.50 per Mile
Fuel Surcharge
10%
0%
5%
Additional Fees
I Parking and tolls
I Parking and tolls
I Parking and tolls
Increases
Possible 3% in Year 3
3-6% per year based on CPI
None Proposed
OPTIONS:
The City Council has the following options:
1. Approve staffs recommendation; or
2. Select another firm based on those that submitted proposals; or
3. Reject proposals and direct staff to send out another RFP. This option may not reduce costs any further but
delay the process by a minimum of two months; or.
4. Provide alternative direction.
Prepared by: Kelly McDonald, Public Services Manager
Fiscal Impact
FISCAL IMPACT:
Recreation Transit expenditures are funded through Proposition C Local Return Funds. There is no impact to the
General Fund. Hourly rates are specified shown in the summary table above. Based on historical expenditures
shown in the table below, this approval shall be for an amount not anticipated to exceed $35,000 per year.
Sufficient funds were included in the FY 2019-2020 Budget. Funding will be budgeted annually for the duration
of the contract.
Expenditure History
Fiscal Year
Expended
2018-19
$20,175
2017-18
$33,270
2016-17
$35,000
2015-16
$50,000
2014-15
$13,305
Attachments
Attachment No 1 - PSA for Recreation Transit - School Bus
CITY COUNCIL GOALS & OBJECTIVES: Respond to the Global COVID-19 Pandemic
ATTACHMENT NO. 1
CITY OF WEST COVINA
PROFESSIONAL SERVICES AGREEMENT
WITH
STUDENT TRANSPORTATION OF AMERICA
FOR
RECREATION TRANSIT SERVICE — SCHOOL BUS
THIS AGREEMENT is made and entered into this 1 day of October, 2019 ("Effective
Date'), by and between the CITY OF WEST COVINA, a municipal corporation ("City"), and
"STUDENT TRANSPORTATION OF AMERICK, A California Corporation ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent
contractor to City to provide recreation transit service, as more fully described herein; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise
contemplated within California Government Code Section 37103, and holds all necessary
licenses to practice and perform the services herein contemplated, except that if Consultant is
required to but does not yet hold a City business license, it will promptly obtain a business license
and will not provide services to the City until it has done so; and
C. WHEREAS, City and Consultant desire to contract for the specific services
described in Exhibit "A" and desire to set forth their rights, duties and liabilities in connection with
the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the
provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this
Agreement.
E. WHEREAS, Consultant responded to the City's Request for Proposals dated
August 1, 2019, incorporated via this reference as if fully set forth herein, and Consultant's
response to the Request for Proposals was a material inducement to the City ultimately entering
into this agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described
in the Scope of Services attached hereto as Exhibit "A," incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional consultants in similar fields and circumstances in accordance with sound
professional practices. Consultant also warrants that it is familiar with all laws that may affect its
performance of this Agreement and shall advise City of any changes in any laws that may affect
Consultant's performance of this Agreement. Consultant shall keep itself informed of State and
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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 Consultant shall at all times
observe and comply with all such laws and regulations. City officers and employees shall not be
liable at law or in equity for any claims or damages occurring as a result of failure of the Consultant
to comply with this section.
1.3. Performance to Satisfaction of Citv. Consultant agrees to perform all the work to
the reasonable satisfaction of the City. Evaluations of the work will be conducted by the City
Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has
the right to:
(a) Meet with Consultant to review the quality of the work and resolve the
matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is
satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws, including,
but not limited to, those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation; and all other Federal,
State and local laws and ordinances applicable to the services required under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in,
nor permit its agents to engage in, discrimination in employment of persons because of their race,
religion, color, national origin, ancestry, age, physical or mental disability, medical condition,
genetic information, pregnancy, marital status, sex, gender, gender identity, gender expression,
sexual orientation, or military or veteran status, except as permitted pursuant to Section 12940 of
the Government Code.
1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into
agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.7. Confidentiality. Employees of Consultant in the course of their duties may have
access to financial, accounting, statistical, and personnel data of private individuals and
employees of City. Consultant covenants that all data, documents, discussion, or other
information developed or received by Consultant or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Consultant without written authorization by
City. City shall grant such authorization if disclosure is required by law. All City data shall be
returned to City upon the termination of this Agreement. Consultant's covenant under this Section
shall survive the termination of this Agreement.
1.8 Public Records Act Disclosure. Consultant has been advised and is aware that
this Agreement and all reports, documents, information and data, including, but not limited to,
computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors,
pursuant to this Agreement and provided to City may be subject to public disclosure as required
by the California Public Records Act (California Government Code Section 6250 et seq.).
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Exceptions to public disclosure may be those documents or information that qualify as trade
secrets, as that term is defined in California Government Code Section 6254.7, and of which
Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all
information obtained by it that is designated as a trade secret. The City shall not, in any way, be
liable or responsible for the disclosure of any trade secret including, without limitation, those
records so marked if disclosure is deemed to be required by law or by order of the court.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set
forth in Exhibit "B," attached hereto and made a part of this Agreement (the "Fee Schedule").
Consultant's total annual compensation shall not exceed Thirty -Five Thousand Dollars ($
35,000.00).
2.2. Additional Services. Consultant shall not receive compensation for any services
provided outside the scope of services unless the City, prior to Consultant performing the
additional services, approves such additional services in writing. It is specifically understood that
oral requests and/or approvals of such additional services or additional compensation shall be
barred and are unenforceable. Should the City request in writing additional services that increase
the Scope of Services, an additional fee based upon the Consultant's standard hourly rates shall
be paid to the Consultant for such additional services. Such increase in additional fees shall be
limited to 25% of the total contract sum or to the maximum total contract amount of $25,000,
whichever is greater. The Department Head or City Manager is authorized to approve a Change
Order for such additional services.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a
progress basis, but no more often than once a month. Said invoice shall be based on the total of
all Consultant's services which have been completed to City's sole satisfaction. City shall pay
Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each
invoice shall describe in detail the services performed, the date of performance, and the
associated time for completion. Any additional services approved and performed pursuant to this
Agreement shall be designated as "Additional Services" and shall identify the number of the
authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to City for inspection and/or audit at mutually convenient times from the Effective
Date until three (3) years after the termination or expiration of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. Unless otherwise agreed to by the
parties, the professional services to be performed pursuant to this Agreement shall commence
within five (5) days from the Effective Date of this Agreement. Failure to commence work in a
timely manner and/or diligently pursue work to completion may be grounds for termination of this
Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
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party. If a delay beyond the control of the Consultant is encountered, a time extension may be
mutually agreed upon in writing by the City and the Consultant. The Consultant shall present
documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a
period of 36 months, ending on September 30, 2022, unless previously terminated as provided
herein or as otherwise agreed to in writing by the parties. Thereafter, this Agreement may be
extended for a maximum of two successive one (1) year periods. Such extensions, if any, will be
evidenced by a written amendment to this Agreement.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior
written notice to Consultant. In the event of such termination, Consultant shall immediately stop
rendering services under this Agreement unless directed otherwise by the City. If the City
suspends, terminates or abandons a portion of this Agreement such suspension, termination or
abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this
Agreement, it shall have ten (10) days after service upon it of written notice of such default in
which to cure the default by rendering a satisfactory performance. In the event that the Consultant
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 to at law, in equity, or under this
Agreement.
The City also shall have the right, notwithstanding any other provisions of this Agreement,
to terminate this Agreement, at its option and without prejudice to any other remedy to which it
may be entitled to at law, in equity, or under this Agreement, immediately upon service of written
notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed
because of insolvency;
C. Make a general assignment for the benefit of creditors;
d. Default in the performance of any obligation or payment of any
indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record
for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or
rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and including
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the effective date of the City's written notice of termination, within forty-five (45) days after the
effective date of the notice of termination or the final invoice of the Consultant, whichever occurs
last. Compensation for work in progress shall be prorated based on the percentage of work
completed as of the effective date of termination in accordance with the fees set forth herein.
4.4. Documents. In the event of termination of this Agreement, all documents prepared
by Consultant in its performance of this Agreement including, but not limited to, finished or
unfinished design, development and construction documents, data studies, drawings, maps and
reports, shall be delivered to the City within ten (10) days of the effective date of the notice of
termination, at no cost to City.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and
keep in full force and effect during the life of this Agreement all of the following minimum scope
of insurance coverages with an insurance company admitted to do business in California, with a
current A.M. Best's rating of no less than A:VII, and approved by City:
(a) Broad -form commercial general liability, including premises -operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury or bodily injury
with a policy limit of not less than Ten Million Dollars ($10,000,000.00),
combined single limits, per occurrence. If such insurance contains a
general aggregate limit, it shall apply separately to this Agreement or shall
be twice the required occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non -owned
vehicles, with a policy limit of not less than Ten Million Dollars
($10,000,000.00), combined single limits, per accident for bodily injury and
property damage.
(c) Workers' compensation insurance as required by the State of California,
with Statutory Limits, and Employer's Liability Insurance with a limit of no
less than One Million Dollars ($1,000,000.00) per accident for bodily injury
or disease. Consultant agrees to waive, and to obtain endorsements from
its workers' compensation insurer waiving subrogation rights under its
workers' compensation insurance policy against the City, its officers,
agents, employees, and volunteers for losses arising from work performed
by Consultant for the City and to require each of its subcontractors, if any,
to do likewise under their workers' compensation insurance policies.
By execution of this Agreement, the Consultant certifies as follows:
I am aware of, and will comply
Code, requiring every employer
Workers' Compensation or to
commencing any of the work.
with, Section 3700 of the Labor
to be insured against liability of
undertake self-insurance before
The Consultant shall also comply with Section 3800 of the Labor Code by
securing, paying for and maintaining in full force and effect for the duration
of this Agreement, complete Workers' Compensation Insurance, and shall
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furnish a Certificate of Insurance to the City before execution of this
Agreement by the City. The City, its officers and employees shall not be
responsible for any claims in law or equity occasioned by failure of the
consultant to comply with this section.
If the Consultant maintains higher limits or has broader coverage than the minimums
shown above, the City requires and shall be entitled to all coverage, and to the higher limits
maintained by the Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain,
the following provisions:
(a) Additional Insureds: The City of West Covina and its elected and appointed
boards, officers, officials, agents, employees, and volunteers are additional
insureds with respect to: liability arising out of activities performed by or on
behalf of the Consultant pursuant to its contract with the City; products and
completed operations of the Consultant; premises owned, occupied or
used by the Consultant; automobiles owned, leased, hired, or borrowed by
the Consultant.
(b) Notice of Cancelation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
(c) Primary Coverage: The Consultant's insurance coverage shall be primary
insurance as respects the City of West Covina, its officers, officials, agents,
employees, and volunteers. Any other insurance maintained by the City of
West Covina shall be excess and not contributing with the insurance
provided by this policy.
(d) Waiver of Subrogation: Consultant hereby grants to City a waiver of any
right to subrogation which any insurer of said Consultant may acquire
against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement
from the insurer.
(e) Coverage Not Affected: Any failure to comply with the reporting provisions
of the policies shall not affect coverage provided to the City of West Covina,
its officers, officials, agents, employees, and volunteers.
(f) Coverage Applies Separately: The Consultant's insurance shall apply
separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a
deductible or self -insured retention to provide such coverage, the amount of such deductible or
self -insured retention shall be approved in advance by City. The City may require the Consultant
to purchase coverage with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention. The policy
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language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied
by either the named insured or City.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance
showing the insurance coverages and required endorsements described above, in a form and
content approved by City, prior to performing any services under this Agreement. The City
reserves the right to require complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way the
indemnification provision contained in this Agreement.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by the
parties in interest at the time of such modification.
6.2. Representatives. The City Manager or his or her designee shall be the
representative of City for purposes of this Agreement and may issue all consents, approvals,
directives and agreements on behalf of the City, called for by this Agreement, except as otherwise
expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who
shall be authorized to issue all consents, approvals, directives and agreements on behalf of
Consultant called for by this Agreement, except as otherwise expressly provided in this
Agreement.
6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant
shall make available the professional services of Jim Lasky, who shall coordinate directly with
City. Any substitution of key personnel must be approved in advance in writing by City's
Representative.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile, Email or by U.S. mail. If by U.S. mail, it shall be addressed as set forth below and placed
in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such
communication shall be deemed served or delivered: a) at the time of delivery if such
communication is sent by personal delivery; b) at the time of transmission if such communication
is sent by by Email; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S.
postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Student Transportation
America
6500 Hollister Ave., #100
Goleta, CA 93117
Tel: (323) 513-5300
Attn:Jim Lasky
Of
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City of West Covina
1444 West Garvey Ave. South
West Covina, CA 91790
Tel: (626) 939-8494
Attn: Kelly McDonald
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6.5. Attorneys' Fees. If litigation is brought by any party in connection with this
Agreement against another party, the prevailing party shall be entitled to recover from the
opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the
prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of
any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los
Angeles County, California.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without
City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall
be void and shall constitute a breach of this Agreement and cause for termination of this
Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant
of Consultant's obligation to perform all other obligations to be performed by Consultant
hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify,
hold free and harmless the City, its elected and appointed officials, officers, agents and
employees, at Consultant's sole expense, from and against any and all claims, demands, actions,
suits or other legal proceedings brought against the City, its elected and appointed officials,
officers, agents and employees arising out of the performance of the Consultant, its employees,
and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The
defense obligation provided for hereunder shall apply without any advance showing of negligence
or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be
required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors,
omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors,
and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected
and appointed officials, officers, agents and employees based upon the work performed by the
Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or
not the Consultant, its employees, and/or authorized subcontractors are specifically named or
otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable
for the defense or indemnification of the City for claims, actions, complaints or suits arising out of
the sole active negligence or willful misconduct of the City. This provision shall supersede and
replace all other indemnity provisions contained either in the City's specifications or Consultant's
Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an
independent contractor and not as an employee of City. Consultant shall have no power to incur
any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Consultant or any of
Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time,
or in any manner, represent that it or any of its or employees are in any manner agents or
employees of City. Consultant shall secure, at its sole expense, and be responsible for any and
all payment of Income Tax, Social Security, State Disability Insurance Compensation,
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Unemployment Compensation, and other payroll deductions for Consultant and its officers,
agents, and employees, and all business licenses, if any are required, in connection with the
services to be performed hereunder. Consultant shall indemnify and hold City harmless from any
and all taxes, assessments, penalties, and interest asserted against City by reason of the
independent contractor relationship created by this Agreement. Consultant further agrees to
indemnify and hold City harmless from any failure of Consultant to comply with the applicable
worker's compensation laws. City shall have the right to offset against the amount of any fees due
to Consultant under this Agreement any amount due to City from Consultant as a result of
Consultant's failure to promptly pay to City any reimbursement or indemnification arising under
this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any claims to, any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to
any contribution to be paid by City for employer contribution and/or employee contributions for
PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to
Consultant's performance or services rendered under this Agreement, Consultant shall render
any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by
Consultant or any of its subcontractors in the course of performance of this Agreement, shall be
and remain the sole property of City. Consultant agrees that any such documents or information
shall not be made available to any individual or organization without the prior consent of City. Any
use of such documents for other projects not contemplated by this Agreement, and any use of
incomplete documents, shall be at the sole risk of City and without liability or legal exposure to
Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses,
and expenses, including attorneys' fees, arising out of or resulting from City's use of such
documents for other projects not contemplated by this Agreement or use of incomplete documents
furnished by Consultant. Consultant shall deliver to City any findings, reports, documents,
information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes
or any other related items as requested by City or its authorized representative, at no additional
cost to the City. Consultant or Consultant's agents shall execute such documents as may be
necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Electronic Safeguards. Contractor shall identify reasonably foreseeable internal
and external risks to the privacy and security of personal information that could result in the
unauthorized disclosure, misuse, alteration, destruction or other compromise of the information.
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Contractor shall regularly assess the sufficiency of any safeguards and information security
awareness training in place to control reasonably foreseeable internal and external risks, and
evaluate and adjust those safeguards in light of the assessment.
6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to
Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant
is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest
Statement (Form 700) with the City Clerk, for each employee providing advice under this
Agreement, prior to the commencement of work, unless waived by the City Manager.
6.15. Conflict of Interest. Consultant and its officers, employees, associates and
subconsultants, if any, will comply with all conflict of interest statutes of the State of California
applicable to Consultant's services under this agreement, including, but not limited to, the Political
Reform Act of 1974 (Government Code Section 81000, et seq.) and Government Code Sections
1090-1092. Consultant covenants that none of Consultant's officers or principals have any interest
in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree
with the performance of the services hereunder, including in any manner in violation of the Political
Reform Act. Consultant further covenants that in the performance of this Agreement, no person
having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant.
Consultant further covenants that Consultant has not contracted with nor is performing any
services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s)
and/or partnership(s) owning property in the City and further covenants and agrees that
Consultant and/or its subconsultants shall provide no service or enter into any agreement or
agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s)
owning property in the City prior to the completion of the work under this Agreement.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City
while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any
of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent
this Agreement incorporates by reference any provision of any document, such provision shall be
deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and
conditions of this Agreement and those of any such provision or provisions so incorporated by
reference, this Agreement shall govern over the document referenced.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation
and negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
benefit of City and Consultant and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
6.21. Amendments. Only a writing executed by the parties hereto or their respective
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successors and assigns may amend this Agreement
6.22. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.23. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the offending
provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement,
based upon the substantial benefit of the bargain for any party, is materially impaired, which
determination made by the presiding court or arbitrator of competent jurisdiction shall be binding,
then both parties agree to substitute such provision(s) through good faith negotiations.
6.24. Counterparts and Electronic Signatures. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original. All counterparts shall be
construed together and shall constitute one agreement. Counterpart written signatures may be
transmitted by facsimile, email or other electronic means and have the same legal effect as if they
were original signatures.
6.25. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
6.26 Taxpayer Identification Number. Consultant shall provide City with a complete
Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal
Revenue Service.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their respective authorized officers, as of the date first above written.
CITY OF WEST COVINA,
A municipal corporation
Date:
David Carmany
City Manager
CONSULTANT
Date:
Signature
Name and Title
Date:
Signature
Name and Title
ATTEST:
Carrie Gallagher
Assistant City Clerk
APPROVED AS TO FORM:
Date:
Thomas P. Duarte
City Attorney
APPROVED AS TO INSURANCE:
Date:
Nikole Bresciani
Risk Management
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EXHIBIT A
SCOPE OF SERVICES
The City of West Covina provides recreational bus services for its residents. The Consultant will
provide school bus service. The school bus services will be primarily utilized by City daycares, at
City -sponsored special events, and by other City Departments as needed.
The Consultant must comply with all applicable laws and regulations of the State of California,
Department of Motor Vehicles (DMV); California Highway Patrol (CHP); and State of California,
Public Utilities Commission. It is mandatory that bus companies participate in the California DMV
Commercial Pull Notice Program and enroll employees responsible for driving/transporting
activities. Furthermore, the Consultant must conduct initial drug and alcohol screening of driver
applicants prior to hire, conduct random drug and alcohol testing, and ensure employees undergo
the required medical examination for their Class B license. Drivers must not have felonies related
to children. In order to transport children, a Contractor must have a School Pupil Activity Bus
(SPAB) Certification and Passenger Endorsement from the CHP and submit proof of insurance
to the City. Finally, Consultant must adhere to CHP safety inspection on the fleets.
Consultant must be able to provide copies of Public Utilities Commission Document, State of
California Department of Motor Vehicles Registration, California Highway Patrol Inspection of
Terminal Rating, Mountain Certification, and annual State Drug Testing Summary. Vehicles must
be able to accommodate a minimum of fifty (50) passengers. All buses shall be equipped with
functional air conditioning systems.
Actual operations may vary depending on the needs of the City of West Covina. The City reserves
the right to increase or decrease the trip excursions at the specified rates and to modify other
contract provisions that the City deems necessary.
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FEE SCHEDULE
Item
Proposal ir
_
Minimum trip Fee/Hours
. Maximum One-way Distance
$ 446.25 per
5 Hours
too Miles
Rate Per Additional Hour
$
78.75 per Hour
Rate PerAddidonal Mlle
$
2.2rMile
Fuel Sumhar a
None %
Additional Fees
$ Parking or bus entrance fees passed through
after ion mites
The pricing above is valid for the first year of the contract.
On each anniversary of the contract start date, beginning
ro/os/ao, the pricing above shall be increased by the CPI
for All urban consumers, All items for the Los Angeles/
Long Beach/Anaheim area using the change in the index
data between the month of August and the previous
August. Regardless of the CPI change, prices shall increase
a minimum of;%but no more than 6%each year.
Student Transportation of America
Revised August 2019