C A L I F O R N I A
P R O F E S S I O N A L S E R V I C E S C O N T R A C T
F O R C I T Y U S E O N L Y
Contract No. CIP No.
Resolution No. Project No.
REV 06/2020
FIRST AMENDMENT
THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT (“Amendment”) is effective as of ____________________ (the “Effective Date”),, by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and
EMERYVILLE TRANSPORTATION MANAGEMENT ASSOCIATION (ETMA) (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
W I T N E S S E T H T H A T
WHEREAS, the City and Contractor entered into a Professional Services Contract dated September 13, 2021 (“Contract”) for the purpose of retaining the services of Contractor to provide Paratransit Services to residents of the 94608 zip code; and WHEREAS, the City and Contractor desire to amend the Contract; and WHEREAS, the public interest will be served by this Amendment.
NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. AMENDMENT
The Parties agree to amend the Contract as checked below:
1.1 Exhibit A
Exhibit A of the Contract is hereby amended in its entirety and replaced with Exhibit A-Revision Number;
OR
Exhibit A of the Contract is hereby amended to include the provisions of Exhibit A-1, attached hereto and incorporated herein by this reference.
1.2 Termination Date
The Parties desire to extend the termination date. Section 1.3 of the Contract is hereby amended to extend the termination date to JUNE 30, 2023.
DocuSign Envelope ID: 716B86B3-78B7-426A-886A-9C8F6F906D26 DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C
EXHIBIT A
City of Emeryville | Professional Services Contract Amendment REV 06/2020
1.3 Total Compensation Amount
The Parties desire to increase the Total Compensation Amount as set forth in Section 3.2 of the Contract by ONE HUNDRED FORTY TWO THOUSAND DOLLARS AND NO CENTS ($142,000.00). The total
amount paid under the Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed TWO
HUNDRED SIXTY EIGHT THOUSAND DOLLARS AND NO CENTS
($268,500.00).
2. CONTINUING EFFECT OF CONTRACT
Except as amended by this Amendment, all other provisions of the Contract remain in full force and effect and shall govern the actions of the Parties under this Amendment.
From and after the date of this Amendment, whenever the term “Contract” appears in the Contract, it shall mean the Contract as amended by this Amendment.
3. ADEQUATE CONSIDERATION
The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.
4. SEVERABILITY
If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5. WAIVER
The City’s failure to enforce any provision of this Amendment or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: 716B86B3-78B7-426A-886A-9C8F6F906D26 DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C City of Emeryville | Professional Services Contract Amendment REV 06/2020
6. SIGNATURE PAGE TO PROFESSESIONAL SERVICES CONTRACT
FIRST AMENDMENT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
Christine S. Daniel, City Manager
Dated: EMERYVILLE TRANSPORTATION MANAGEMENT
ASSOCIATION (ETMA)
(Signature)
Bobby Lee, ETMA Board Chair
Attach:
W-9 Form
Attach:
Business License
Certificate
Attach:
Insurance Certificate
and Endorsements
DocuSign Envelope ID: 716B86B3-78B7-426A-886A-9C8F6F906D26 DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C Exhibit A-1
EMERYVILLE TRANSPORTATION MANAGEMENT ASSOCIATION
8 To Go Paratransit Shuttle
Scope of Work
1. Services to be Performed by Contractor:
a. Contractor shall operate an Americans with Disabilities Act compliant, on-demand shuttle service (“Service”) for residents of the 94608 zip code who are age 70 or older or age 18 or older and qualified to use East Bay Paratransit.
b. Service shall be provided by the operation of a single vehicle, with the capacity to carry no less than three (3) passengers. To comply with social distancing requirements due to Covid-19 Pandemic, Contractor may reduce passenger capacity to one (1) passenger due to COVID restrictions.
c. Service shall operate on weekdays from 9:00am to 12:30pm, and 1:30pm to 4:00pm. Service shall not operate on weekends or City holidays.
d. Contractor will provide a qualified driver for the service. A single person shall be assigned to be the “primary driver” to operate the shuttle daily. However, in the event the primary driver is unavailable, a substitute driver shall be provided. Contractor shall provide a cellphone to allow the driver to communicate with the dispatcher and/or passengers. All drivers providing the Service shall, at Contractor’s expense, obtain all necessary licenses and permits to provide the Service. All drivers shall maintain all such licenses and permits during the term of this agreement. e. Contractor will provide fuel and maintenance for the vehicle. In the event maintenance required the vehicle to be taken out of service, Contractor will make an attempt to provide an alternate vehicle that meets the minimum requirements of the accessible vehicle described in section 1.d. as needed.
f. Contractor shall cooperate with City to fully comply with all terms and conditions of the ACTC Funding Agreement.
g. Customer Service: Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of all customer complaints regarding the operations of the Paratransit Shuttle Service. Contractor shall report all complaints to the City within one business day of receipt, including the name and DocuSign Envelope ID: 716B86B3-78B7-426A-886A-9C8F6F906D26 DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C address of the complainant, date and time of complaint, and nature of complaint. Contractor and City will cooperate to obtain a resolution to reported complaints. A complaint log shall be maintained by Contractor for a period of one (1) year after the date of resolution. Such log shall be kept so that it may conveniently be inspected by representatives of the City upon request. Contractor shall not be held responsible for collecting information that is not provided by complainants.
2. City shall provide:
a. Shuttle Dispatch Services: City shall schedule the daily passenger manifest. The manifest will contain the following information:
Passenger name, phone number, pickup location address, drop-off location address, and time of pickup and drop-off. City shall provide the manifest to the driver for the following day. Same-day rides are to be coordinated by the driver. City shall ensure the daily passenger manifest and same day rides do not interfere with driver’s scheduled breaks. City shall also be responsible for validating the eligibility of riders and trip origins and destinations.
3. Compensation:
a. The “Total Compensation” to be paid for all Services by Contractor shall be ONE HUNDRED FORTY-TWO THOUSAND
DOLLARS ($142,000) and shall be limited to the following items:
i. Operation of Paratransit Shuttle: The compensation for operation of Services performed shall be no more than One Hundred Forty-Two Thousand Dollars ($142,000) for the
period of July 1, 2022 through June 30, 2023 (“Services Compensation FY 22-23”). This compensation for operation of Services shall include salary and benefits of the driver of the vehicle utilized to provide the Paratransit Shuttle service, driver training expenditures related to office staff,
insurance/claims, marketing, fuel, driver cell phone, supplies and equipment and maintenance of the vehicle utilized to provide the Paratransit Shuttle. Contractor shall provide a monthly report of office staff hours and its salary equivalent, as well as the cost of administrative expenses and any
supplies and equipment utilized for the Paratransit Shuttle service. All other costs and expenses of the Paratransit Shuttle shall be eligible for reimbursement, subject to the annual limit described above. Contractor shall issue
advance notice to the City if the operational costs are DocuSign Envelope ID: 716B86B3-78B7-426A-886A-9C8F6F906D26 DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C expected to exceed the limits defined above, so the Parties may negotiate a contract amendment.
ii. On a monthly basis Contractor shall submit an invoice for Services provided to date. Upon verification, City staff will process an “Interim Payment” for Services during the
invoice period. In no event shall the total for all Interim Payments exceed the Services Compensation amount for
FY 22-23. City may withhold any payments to Contractor in any instance in which Contractor has failed or refused to satisfy any material obligation of this Agreement. Approval and payment of any Interim Payment does not constitute
acceptance of any future invoices.
DocuSign Envelope ID: 716B86B3-78B7-426A-886A-9C8F6F906D26 DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C Exhibit A-1
EMERYVILLE TRANSPORTATION MANAGEMENT ASSOCIATION
8 To Go Paratransit Shuttle
Scope of Work
1. Services to be Performed by Contractor:
a. Contractor shall operate an Americans with Disabilities Act compliant, on-demand shuttle service (“Service”) for residents of the 94608 zip code who are age 70 or older or age 18 or older and qualified to use East Bay Paratransit.
b. Service shall be provided by the operation of a single vehicle, with the capacity to carry no less than three (3) passengers. To comply with social distancing requirements due to Covid-19 Pandemic, Contractor may reduce passenger capacity to one (1) passenger due to COVID restrictions.
c. Service shall operate on weekdays from 9:00am to 12:30pm, and 1:30pm to 4:00pm. Service shall not operate on weekends or City holidays.
d. Contractor will provide a qualified driver for the service. A single person shall be assigned to be the “primary driver” to operate the shuttle daily. However, in the event the primary driver is unavailable, a substitute driver shall be provided. Contractor shall provide a cellphone to allow the driver to communicate with the dispatcher and/or passengers. All drivers providing the Service shall, at Contractor’s expense, obtain all necessary licenses and permits to provide the Service. All drivers shall maintain all such licenses and permits during the term of this agreement. e. Contractor will provide fuel and maintenance for the vehicle. In the event maintenance required the vehicle to be taken out of service, Contractor will make an attempt to provide an alternate vehicle that meets the minimum requirements of the accessible vehicle described in section 1.d. as needed.
f. Contractor shall cooperate with City to fully comply with all terms and conditions of the ACTC Funding Agreement.
g. Customer Service: Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of all customer complaints regarding the operations of the Paratransit Shuttle Service. Contractor shall report all complaints to the City within one business day of receipt, including the name and DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C address of the complainant, date and time of complaint, and nature of complaint. Contractor and City will cooperate to obtain a resolution to reported complaints. A complaint log shall be maintained by Contractor for a period of one (1) year after the date of resolution. Such log shall be kept so that it may conveniently be inspected by representatives of the City upon request. Contractor shall not be held responsible for collecting information that is not provided by complainants.
2. City shall provide:
a. Shuttle Dispatch Services: City shall schedule the daily passenger manifest. The manifest will contain the following information:
Passenger name, phone number, pickup location address, drop-off location address, and time of pickup and drop-off. City shall provide the manifest to the driver for the following day. Same-day rides are to be coordinated by the driver. City shall ensure the daily passenger manifest and same day rides do not interfere with driver’s scheduled breaks. City shall also be responsible for validating the eligibility of riders and trip origins and destinations.
3. Compensation:
a. The “Total Compensation” to be paid for all Services by Contractor shall be ONE HUNDRED FORTY-TWO THOUSAND
DOLLARS ($142,000) and shall be limited to the following items:
i. Operation of Paratransit Shuttle: The compensation for operation of Services performed shall be no more than One Hundred Forty-Two Thousand Dollars ($142,000) for the
period of July 1, 2022 through June 30, 2023 (“Services Compensation FY 22-23”). This compensation for operation of Services shall include salary and benefits of the driver of the vehicle utilized to provide the Paratransit Shuttle service, driver training expenditures related to office staff,
insurance/claims, marketing, fuel, driver cell phone, supplies and equipment and maintenance of the vehicle utilized to provide the Paratransit Shuttle. Contractor shall provide a monthly report of office staff hours and its salary equivalent, as well as the cost of administrative expenses and any
supplies and equipment utilized for the Paratransit Shuttle service. All other costs and expenses of the Paratransit Shuttle shall be eligible for reimbursement, subject to the annual limit described above. Contractor shall issue
advance notice to the City if the operational costs are DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C expected to exceed the limits defined above, so the Parties may negotiate a contract amendment.
ii. On a monthly basis Contractor shall submit an invoice for Services provided to date. Upon verification, City staff will process an “Interim Payment” for Services during the
invoice period. In no event shall the total for all Interim Payments exceed the Services Compensation amount for
FY 22-23. City may withhold any payments to Contractor in any instance in which Contractor has failed or refused to satisfy any material obligation of this Agreement. Approval and payment of any Interim Payment does not constitute
acceptance of any future invoices.
DocuSign Envelope ID: F5A0A15E-F958-4C26-A86D-1B7ECC50963C