1450782.1
EIGHTH AMENDMENT
TO
CONSULTANT SERVICES AGREEMENT
This Eighth Amendment to Consultant Services Agreement (“Eighth Amendment”) is made and entered into as of July 1, 2024, by and between the City of Diamond Bar, a municipal corporation (“City”), and OpCo Transit, Inc. “(“OpCo”), (herein referred to as the “Contractor”) with reference to the following:
A. The City and American Cab Co., LLC entered into a Contractor Services Agreement dated March 17, 2015 (the "Agreement") wherein American Cab Co. was to provide Dial-A-Cab services to City as set forth in the Agreement.
B. The City and American Cab executed the First Amendment to the Agreement dated July 1, 2018, which extended the Agreement term through June 30, 2019.
C. American Cab Co. assigned the Agreement to NPS by that Assignment and Amendment of Contractor Services Agreement effective October 22, 2018.
D. The City and NPS entered into the Third, Fourth, Fifth, and Sixth Amendments to the Agreement extending the term thereof through June 30, 2024.
E. The City and Contractor entered into that Seventh Amendment to Contract Services Agreement on March 1, 2024, assigning its obligations under the Agreement to OpCo., a related company, thereunder (''Seventh Amendment''), which is incorporated herein by reference.
F. The City and the Contractor desire to amend the Agreement as provided herein.
NOW, THEREFORE, the parties agree as follows:
1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.
2. Revised Scope of Services. The Scope of Services, is hereby amended, modified and supplemented to include the services described in the updated Diamond Ride Program Rules, Exhibit "A", attached hereto and incorporated herein by this reference.
3. Term. The Term of the Original Agreement, as amended was from July 1, 2015 to June 30, 2024. The Original Agreement provides that upon mutual agreement and successful demonstration of exemplary contract performance, the parties may extend the DocuSign Envelope ID: BA55CC73-7D29-4C6B-B654-FE56AE768AD8 1450782.1
Agreement beyond the two annual extensions. This Eighth Amendment extends the Term from July 1 , 2024 (“Effective Date”) up to an including June 30, 2025.
4. Compensation. The total not-to-exceed compensation, as amended by this Eighth Amendment shall not exceed Three Hundred and Fifty Thousand Dollars ($350,000) for FY 24-25 without the prior authorization of the City, subject to the rates identified in the attached Exhibit “B”, which is incorporated herein by reference. Contractor acknowledges and agrees that it shall not be entitled to any compensation above this amount unless it receives prior approval of the City’s City Council and the Agreement is amended in writing.
Contractor shall be responsible for notifying the City if the not to exceed amount will be exceeded prior to the expiration of the Term; provided that in no event shall Contractor be required to provide services which costs thereof are in excess of the not to exceed amount.
5. Integration. This Eighth Amendment and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein, and supersede all prior negotiations between the parties with respect hereto. This Eighth Amendment amends, as set forth herein, the Agreement and except as specifically amended hereby, the Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Eighth Amendment and the terms and provisions of the Agreement, the terms and provisions of this Eighth Amendment shall control.
IN WITNESS hereof, the parties enter into this Eighth Amendment on the year and day first above written.
“CONSULTANT” “CITY”
OPCO TRANSIT, INC. CITY OF DIAMOND BAR
*By: By:
Printed Name: Petros Keshishian Dan Fox, City Manager
Title: CEO
ATTEST:
Kristina Santana, City Clerk
APPROVED AS TO FORM:
Omar Sandoval, City Attorney
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*NOTE:If Consultant is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.
DocuSign Envelope ID: BA55CC73-7D29-4C6B-B654-FE56AE768AD8 EXHIBIT “A”
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Diamond Ride Program Rules – Effective July 1, 2024 (Rev 6/18/24) A. Hours & Days of Operation
Diamond Ride service is available seven (7) days a week, including holidays, from 7:00 a.m. to 8:00 p.m. Standard service hours apply except in the following circumstances:
1. Special Medical Exceptions: Trips to dialysis centers within Service Area 1 and 2 may be scheduled and fulfilled outside the standard service hours.
2. Holiday Ride: This free seasonal program runs from the day after Thanksgiving (“Black Friday”) to January 2. During this period, Diamond Bar residents eighteen (18) years of age or older may schedule trips to and from Diamond Bar-based businesses at no charge from 7:00 a.m.-8:00 p.m.
B. Eligible Users
Service is available to Diamond Bar residents who are:
1. Sixty (60) years of age or older; or
2. Disabled adults aged eighteen (18) years or older.
To enroll, residents must:
• Complete, sign, and meet all eligibility requirements of the Diamond Ride Application and/or Diamond Ride Disability Eligibility Form. • Provide proof of current Diamond Bar residency (valid government issued identification card or utility bill).
• Provide proof of age (valid Driver’s License, DMV Identification Card, or Birth Certificate).
• If enrolling as a participant with a disability, provide proof of disability, which includes verification with a written diagnosis that meets the requirements of CVC 295.5 or a disability card/document issued by the Veterans Administration, Department of Motor Vehicles, or Social Security Department. • Review and sign the Waiver, Release and Discharge of Liability Form.
Eligible users shall be issued a uniquely numbered Diamond Ride identification card bearing the user’s name, address, telephone number, and photograph.
Diamond Ride identification cards are valid for two (2) years from the date of issuance. Diamond Ride cardholders are responsible for renewing their eligibility before the card’s expiration date.
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If an eligible user needs transportation to City Hall to receive a Diamond Ride identification card, please contact the City Manager’s Office for accommodations.
For regular Diamond Ride vehicles, Diamond Ride cardholders must be able to enter and exit Diamond Ride vehicles on their own. If assistance is required, one (1) guest may accompany a Diamond Ride cardholder at no additional charge.
Diamond Ride drivers are not permitted to physically assist Diamond Ride cardholders with entry or exit from the vehicle.
For wheelchair-accessible vehicles, Diamond Ride cardholders may receive assistance from Diamond Ride drivers, if necessary, by opening the door, loading mobility devices and Diamond Ride cardholders onto the vehicle, and safely securing Diamond Ride cardholders inside the vehicle.
C. Guests
Only one (1) guest may accompany a cardholder without paying an additional fare.
Cardholders cannot schedule trips solely to transport a guest.
D. Service Area
Cardholders may schedule trips to destinations within two (2) established Service Areas (see map). All rides must start or end in Diamond Bar. 3 | Page
Service Area 1: Trips to/from any destination within Diamond Bar city limits.
Service Area 2: Trips to/from approved medical facilities beyond Diamond Bar city limits in the area bound by the San Bernardino Freeway (I-10) to the north, Ramona Ave. to the east, Imperial Hwy./Carbon Canyon Rd./Chino Hills Pkwy to the south, and Harbor Blvd./Azusa Ave. to the west.
Trips to/from the following medical facilities are included in Service Area 2:
Pomona Valley Hospital Medical Center in Pomona, Providence St. Jude Medical Center in Fullerton, and Kaiser Permanente Baldwin Park Medical Center in Baldwin Park. Additionally, this includes associated medical facilities located within a half-mile radius of the campuses of these hospitals.
E. Approved Medical Facilities
Approved Medical Facilities are defined as those located in Service Area 2 (see Section D, Service Area 2) that provide direct in/outpatient medical, dental or vision services/appointments under the care of a licensed doctor, registered nurse, physician assistant, or physical therapist. Adult Day Care facilities do not qualify as an Approved Medical Facility in Service Area 2.
F. Number of Trips
Cardholders may schedule up to thirty (30) one-way trips (15 round trips) per month. Each point-to-point trip counts as a single trip towards the monthly limit.
G. Fares
All fares must be paid by the cardholder prior to the commencement of any trip.
1. Trips within the City (Service Area 1) - $0.50 one way ($1.00 round-trip)
2. Trips within medical service area (Service Area 2) - $1.50 one way ($3.00 round-trip)
3. Trips that extend beyond Service Area 1 that are non-medical in nature are treated as conversion trips. Riders will be charged a standard per mile rate of $3.25, in addition to the $0.50 base fare set for Service Area 1, after the Diamond Ride vehicle leaves the designated Service Area boundary.
Trips that extend beyond Service Area 2 that are medical in nature are treated as conversion trips. Riders will be charged a standard per mile rate of $3.25, in addition to the $1.50 base fare set for Service Area 2, after the Diamond Ride vehicle leaves the designated Service Area boundary.
Fares are subject to change at the discretion of the City Council.
H. Scheduling a Trip
Reservations may be made by calling dispatch at 800-578-6555. Diamond Ride cardholders may not request specific drivers.
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When scheduling a trip, Diamond Ride cardholders must provide:
• Their Diamond Ride identification number. The date, time and location of the requested pickup and destination.
• A special needs request for a wheelchair-accessible vehicle, if necessary.
Upon arrival of a Diamond Ride vehicle, cardholders must present their valid Diamond Ride identification card to the driver to confirm eligibility.
I. Response Time
Arrival time may vary within a forty-five (45)-minute window after the scheduled time. For example, a 9:00 a.m. scheduled pick-up may arrive between 9:00 a.m. to 9:45 a.m. The fare is waived if a Diamond Ride vehicle arrives more than 45 minutes after the Diamond Ride cardholder’s scheduled time.
Note: While every effort to arrive within the forty-five (45)-minute window will be made, arrival times may vary depending on traffic, peak travel times, service availability, or special requests, including the use of wheelchair-accessible vehicles.
Please schedule such trips accordingly.
J. Shared Rides
Diamond Ride dispatchers may schedule trips jointly with other Diamond Ride cardholders to promote efficiency. In the event of an "incremental shared ride," where a Diamond Ride vehicle picks up joint Diamond Ride cardholders successively and delivers them to the same or successive destinations, each Diamond Ride cardholder shall pay the respective trip fare based on the rates established in Section F, Fares.
K. Cancelling a Trip
Cancellations must be made at least one (1) hour before the scheduled pick-up time.
L. Suspension or Revocation of Diamond Ride Privileges
In cases of fraud or unauthorized use, the City of Diamond Bar reserves the right to suspend or revoke any Diamond Ride cardholder’s access to the service in accordance with the Diamond Ride Program Rules. Service suspensions last for thirty days (30) days, while revocations extend for two (2) years.
The City of Diamond Bar will notify Diamond Ride cardholders of any fraud or unauthorized use, as well as the intent to suspend or revoke service, via the United States Postal Service in accordance with the Diamond Ride Program Rules.
Diamond Ride cardholders who receive a notice of suspension or revocation have the right to appeal. To file an appeal, the Diamond Ride cardholder or their 5 | Page
representative must submit a written explanation, along with supporting facts and statements, detailing why the suspension or revocation should not occur. Appeals must be received within fifteen (15) business days and sent to: City of Diamond Bar, Attn: Diamond Ride Program, 21810 Copley Drive, Diamond Bar, CA 91765.
Rulings by the City of Diamond Bar shall be deemed final.
EXHIBIT “B”
As of the Effective Date of the Eighth Amendment the Following Pricing Shall Apply:
1. Flag Drop per trip: $3.00.
2. Per Mile: $3.25.
3. Wheelchairs: additional $5.00 per trip.
4. Administrative/Vehicle Sanitization: $2,500 per month.
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