RESOLUTION NO. 24-90
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Execute The Third Amendment To The ‘8 To Go’ Paratransit Shuttle Service Agreement With The Emeryville Transportation Management Association In The Amount Of $159,984 And Appropriate Amounts To Be Charged To Fund 254 ($50,000); Fund 263 ($109,984); And Transfer From General Fund To Fund 263 ($37,246)
WHEREAS, The City of Emeryville desires to continue providing paratransit services to the residents of the 94608 zip code; and
WHEREAS, The City of Emeryville receives Direct Local Distribution Funding from the Alameda County Transportation Commission from Measure BB to provide such services; and
WHEREAS, The City of Emeryville and Emeryville Transportation Management Association executed a Paratransit Shuttle Service Agreement (“Agreement”) to purchase and operate the shuttle service through June 30, 2022; and WHEREAS, The City of Emeryville and Emeryville Transportation Management Association entered into a First Amendment to the Agreement on July 18, 2022 to continue to operate the shuttle service through June 30, 2023; and WHEREAS, The City of Emeryville and Emeryville Transportation Management Association entered into a Second Amendment to the Agreement on June 20, 2023 to continue to operate the shuttle service through June 30, 2024; and WHEREAS, The Emeryville Transportation Management Association has agreed enter into a Third Amendment to the Agreement in the amount of $159,984 for fiscal year 2024- 2025 with a total not to exceed amount of $578,284 for continued service through June 30, 2025, which is attached as Exhibit A and incorporated herein; now, therefore, be it RESOLVED, by the City Council of the City of Emeryville that the City Manager is hereby authorized to execute the Third Amendment to the ‘8 To Go’ Paratransit Shuttle Service Agreement with the Emeryville Transportation Management Association; and to appropriate amounts to be charged to Funds 254 ($50,000) and 263 ($109,984); and to transfer $37,246 to Fund 263 from the General Fund to effectuate the execution.
Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5 Resolution No. 24-90
ETMA Third Amendment
City Council Meeting | July 16, 2024
ADOPTED, by the City Council of the City of Emeryville at a regular meeting held Tuesday, July 16, 2024, by the following vote:
AYES: 5
Mayor Welch, Vice Mayor Mourra and Council Members Bauters, Kaur and Priforce
NOES: 0
ABSTAIN: 0
ABSENT: 0
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5
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
THIRD AMENDMENT
THIS THIRD 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 entered into a first amendment of the contract on July 18, 2022 for the purpose of increasing the contract amount and/or extending the termination date of the contract; and
WHEREAS, the City and Contractor entered into a second amendment of the contract on June 20, 2023 for the purpose of increasing the contract amount and/or extending the termination date of the contract; 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.
DocuSign Envelope ID: 1142ABD4-FC3F-4F0A-8BBD-88BB19A01536 Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5 City of Emeryville | Professional Services Contract Amendment REV 06/2020
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, 2025.
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 FIFTY NINE
THOUSAND NINE HUNDRED EIGHTY FOUR DOLLARS AND NO
CENTS ($159,984.00). The total amount paid under the Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed FIVE HUNDRED SEVENTY
EIGHT THOUSAND TWO HUNDRED EIGHTY FOUR DOLLARS AND
NO CENTS ($578,284.00).
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: 1142ABD4-FC3F-4F0A-8BBD-88BB19A01536 Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5 City of Emeryville | Professional Services Contract Amendment REV 06/2020
6. SIGNATURE PAGE TO PROFESSESIONAL SERVICES CONTRACT
THIRD 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
City Manager
Dated: EMERYVILLE TRANSPORTATION MANAGEMENT
ASSOCIATION (ETMA)
(Signature)
Bobby Lee, Board Chair
Attach:
W-9 Form
Attach:
Business License
Certificate
Attach:
Insurance Certificate
and Endorsements
DocuSign Envelope ID: 1142ABD4-FC3F-4F0A-8BBD-88BB19A01536 06/26/2024
Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5 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: 1142ABD4-FC3F-4F0A-8BBD-88BB19A01536 Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5 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 FIFTY-NINE THOUSAND
NINE HUNDRED EIGHTY-FOUR DOLLARS ($159,984.00) 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 Fifty-Nine Thousand Nine Hundred Eighty-Four
Dollars ($159,984.00) for the period of July 1, 2024, through June 30, 2025 (“Services Compensation FY 24-25”). 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 DocuSign Envelope ID: 1142ABD4-FC3F-4F0A-8BBD-88BB19A01536 Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5 operational costs are 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 24-25. 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: 1142ABD4-FC3F-4F0A-8BBD-88BB19A01536 Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5 Estimated Cost of Services
8 to Go Paratransit Service
Prepared by: Daniel Oliver, ETMA
Scenario 1: 8 Operating Hours/Day 2024/2025
Operations $ 170,100
Vehicle Maintenance $ 2,600
Fuel $ 5,700
Communications (cell phone) $ 924
Management & Financial Services $ 10,500
Subtotal $ 189,824
Contingency (3%) $ 5,695
TOTAL BUDGET $ 195,519
Assumptions:
1. Assumes 8 operating hours per day (includes deadhead of 0.5 hrs/day).
2. This is an estimate based on contract pricing with ETMA operator through Dec 2024, then estimated through June 2025 at 8% increase.
Scenario 2: 7 Operating Hours/Day 2024/2025 2023/2024
Operations $ 153,800 $ 118,100
Vehicle Maintenance $ 2,300 $ 8,750
Fuel $ 5,000 $ 5,000
Communications (cell phone) $ 924 $ 950
Management & Financial Services $ 10,500 $ 12,000
Subtotal $ 172,524 $ 144,800
Contingency (3%) $ 5,176 $ 5,000
TOTAL BUDGET $ 177,700 $ 149,800
Assumptions:
1. Assumes 7 operating hours per day (includes deadhead of 0.5 hrs/day).
2. This is an estimate based on contract pricing with ETMA operator through Dec 2024, then estimated through June 2025 at 8% increase.
Scenario 3: 6 Operating Hours/Day 2024/2025
Operations $ 137,600
Vehicle Maintenance $ 2,000
Fuel $ 4,300
Communications (cell phone) $ 924
Management & Financial Services $ 10,500
Subtotal $ 155,324
Contingency (3%) $ 4,660
TOTAL BUDGET $ 159,984
Assumptions:
1. Assumes 6 operating hours per day (includes deadhead of 0.5 hrs/day).
2. This is an estimate based on contract pricing with ETMA operator through Dec 2024, then estimated through June 2025 at 8% increase.
Docusign Envelope ID: D635B19B-117C-47E1-9C07-81C2AD2C98F5