City Council - Successor Agency - Housing Authority
July 5, 2022

CITY OF FULLERTON

PROFESSIONAL SERVICES AGREEMENT
WITH
CABCO YELLOW, INC. DBA CALIFORNIA YELLOW CAB
THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into this 21st day of June, 2022 ("Effective Date"), by and between the CITY OF FULLERTON, a California municipal corporation ("City"), and CABCO YELLOW, INC., a California corporation DBA CALIFORNIA YELLOW CAB ("Contractor").

WITNESSETH:

City proposes to utilize the services of Contractor as an independent contractor to provide transportation services for senior citizens as part of the City's Senior Mobility Program, as more fully described herein.

Contractor represents that it has that degree of specialized expertise necessary, and holds all necessary licenses to practice and perform the services herein contemplated.

City and Contractor desire to contract for the specific services described herein, and desire to set forth their rights, duties and liabilities in connection with the services to be performed.

D. 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.

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 CONTRACTOR
Scope of Services. Contractor shall provide the professional services described in the City's Request for Qualifications #4373 ("RFQ"), attached hereto as Exhibit "A," and Contractor's Response to City's RFP ("Contractor's Proposal"), attached hereto as Exhibit "B," both incorporated herein. Contractor shall provide the transportation services in accordance with the OCTA SMP Project Funding and Policy Guidelines, attached hereto as Exhibit "C" and incorporated herein.

1.2. Professional Practices. All professional services to be provided by Contractor 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 contractors in similar fields and circumstances in accordance with sound professional practices. Contractor also warrants that it is familiar with all laws and regulations that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor's performance of this Agreement.

Performance to Satisfaction of City. Contractor agrees to perform all the work to are and Citv specifications.
her designee. If the quality of work is not satisfactory, City in its discretion has the right to:

PSA Template Updated as of 05/2022
(a) Meet with Contractor to review the quality of the work and resolve the matters of concern;
(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

Warranty. Contractor warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and satety; tair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor's performance under this Agreement.

Non-discrimination. In performing this Agreement, Contractor 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 handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code.

1.6. Non-Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other contractors 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. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Contractor may engage a subcontractors) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor's sole cost and expense.

1.8. Confidentiality. Employees of Contractor in the course of their duties may have access to financial, accounting, statistical, and personal data of private individuals and employees of City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor 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. Contractor's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. City agrees to pay Contractor as follows:

Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022
(a) For the period commencing July 1, 2022 and ending June 30, 2024, City agrees to pay Contractor at the following as follows:
(i) $17.50 per one-way trip, per participant, for trips within Fullerton (i) $17.50 plus $2.50 per mile per one-way trip, per participant, for trips outside of Fullerton
(b) For the period commencing July 1, 2024 and ending June 30, 2025, City agrees to pay Contractor at the following rates:
(i) $20.00 per one-way trip, per participant, for trips within Fullerton (ii) $20.00 plus $2.50 per mile per one-way trip, per participant, for trips outside of Fullerton
(c) If City and Contractor agree to exercise the options to extend the term of the Agreement, City agrees to pay Contractor as follows during such extension periods:
(i) $20.00 per one-way trip, per participant, for trips within Fullerton (ii) $20.00 plus $2.50 per mile per one-way trip, per participant, for trips outside of Fullerton

2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in Contractor's Proposal unless the City or the Project Manager for this Project, prior to Contractor 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.

Method of Billing. Contractor may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Contractor's services which have been completed to City's sole satisfaction. City shall pay Contractor'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.

Records and Audits. Records of Contractor's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.

2.5. W-9. Contractor must provide City with a current W-9 form prior to the commencement of work under this Agreement. It is the Contractor's responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. Contractor shall commence providing the services set forth in this Agreement on July 1, 2022 ("Service Commencement Date"). 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 Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022
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 party.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of three (3) years from the Service Commencement Date, ending on June 30, 2025, unless terminated as provided herein. Thereafter, this Agreement may be extended by two (2) additional one (1) year periods upon mutual written agreement of the parties.

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 written notice to Contractor.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. 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. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Contractor.

Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Contractor, at no cost to City. Any use of uncompleted documents without specific written authorization from Contractor shall be at City's sole risk and without liability or legal expense to Contractor.

5.0. INSURANCE

5.1. Insurance Required. Contractor shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall provide current evidence of the required insurance in a form acceptable to City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration, or termination of this Agreement.

Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Contractor may be held responsible for payments of damages to persons or property.

Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022

5.2. Minimum Scope and Limits of Insurance.

A. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance coverage in a form at least as broad as ISO Form #CG 00 01, with a limit of not less than $1,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.

B. Business Automobile Liability Insurance. Contractor shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less than $1,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles.

C. Workers' Compensation and Employers' Liability Insurance. Contractor shall maintain workers' compensation insurance as required by the State of California and employers' liability insurance with limits of not less than $1,000,000 each accident.

D. Professional Liability Insurance. Contractor shall maintain professional liability insurance appropriate to Contractor's profession with a limit of not less than $2,000,000.

Architects' and engineers' coverage shall be endorsed to include contractual liability. If policy is written as a "claims made" policy, the retro date of the policy shall be prior to the start of the contract work.

5.3. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by City.

5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:

Commercial General Liability. City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work or operations. Such coverage as an additional insured shall not be limited to the period of time during which Contractor is conducting ongoing operations for City but rather, shall continue after the completion of such operations. The coverage shall contain no special limitations on the scope of its protection afforded to City, its officers, employees and volunteers.

B. Commercial General Liability. This insurance shall be primary insurance as respects City, its officers, employees and volunteers and shall apply separately to each insured against whom a suit is brought or a claim is made. Any insurance or self-insurance maintained by City, its officers, employees and volunteers shall be excess of this insurance and shall not contribute with it.

Professional Liability. If the Professional Liability policy is written on a "claims made" form, Contractor shall maintain similar coverage for three consecutive years following completion of the project and shall thereafter, submit annual evidence of coverage.

Additionally, Contractor shall provide certified copies of the claims reporting requirements contained within the policies.

Workers' Compensation and Employers' Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022
on behalf of City.

E. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.

If Contractor maintains higher limits or has broader coverage than the minimums shown above, City requires and shall be entitled to all coverage, and to the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

F. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

G. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

5.5. Acceptability of Insurers. All required insurance shall be placed with insurers acceptable to City with current BEST's ratings of no less than A, Class VII. Workers' compensation insurance may be placed with the California State Compensation Insurance Fund All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of City, insurance provided by non-admitted or surplus carriers with a minimum BEST's rating of no less than A- Class X may be accepted if Contractor evidences the requisite need to the sole satisfaction of City.

Verification of Coverage. Contractor shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self-insured contractor share con retentions. Additionally, Contractor shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences. City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.

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. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

Representatives. The City Manager or his 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.

Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022
Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement.

Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; and b) 48 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 CONTRACTOR: IF TO CITY:

California Yellow Cab City of Fullerton
520 W. Dyer Road 303 W. Commonwealth Ave.

Santa Ana, CA 92707 Fullerton, CA 92832
Attn: Tim Conlon, President Attn: Deputy Director of Parks and Recreation

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, 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.

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 Orange County, California.

Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor'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 Contractor of Contractor's obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. To the fullest extent of the law, Contractor agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, and employees, at Contractor's sole expense, from and against claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, and employees arising out of the performance of the Contractor, its employees, and/or authorized subcontractors, of the professional services undertaken pursuant to this Agreement. The defense obligation Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022
provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Contractor, 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 Contractor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, and employees based upon the work performed by Contractor, its employees, and/or authorized subcontractors under this Agreement, whether or not Contractor, its employees, and/or subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits arising out of the sole 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 Contractor's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor 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 Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor 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. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor 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, Contractor 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 Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022
Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All reports, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Contractor 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 Contractor.

City shall indemnify and hold harmless Contractor 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 Contractor. Contractor shall deliver to City any reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the

6.13. Public Records Act Disclosure. Contractor 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 Contractor, 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.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Contractor 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.

6.14. Conflict of Interest. Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Contractor and its officers, employees, associates and subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Contractor shall be responsible for its work under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Contractor shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.

Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022

6.16. Prohibited Employment. Contractor 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 Contractor 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.

Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. 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.

6.24. 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.

Cabco Yellow, Inc. dba California Yellow Cab

PSA Template Updated as of 05/2022

6.25. Counterparts. 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.

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.

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 FULLERTON
Date:

Eric Levitt, City Manager

CONTRACTOR
Date: 6/21/22
Tim Conlon, President
APPROVED AS TO FORM:

Richard D. Jones, City Attorney
ATTEST:

Lucinda Williams, City Clerk
Cabco Yellow, Inc. dba California Yellow Cab

EXHIBIT A

REQUEST FOR QUOTES

CITY OF FULLERTON

REQUEST FOR QUALIFICATIONS

CALIFORNIA
RFQ # 4373 SENIOR MoBILITY PROGRAM (SMP)

SUBMIT YOUR
ELECTRONIC PROPOSAL BY 3:00 PM PST
ON APRIL 22, 2022 TO:

RFQ Posted: Monday, March 28, 2022
Proposals must be received by: Friday, April 22, 2022 at 3:00 PM PST Table of Contents
SECTION I DEFINITIONS.............. 1
SECTION II NOTICE OF REQUEST FOR QUALIFICATIONS ...3
SECTION III SCOPE OF SERVICES/SCOPE OF WORK.. ...5
SECTION IV INSTRUCTIONS TO PROPOSERS 11
SECTION V REQUIRED PROPOSAL CONTENT ..... 16
SECTION VI EVALUATION AND AWARD. • 20
SECTION VII SAMPLE PROFESSIONAL SERVICES AGREEMENT 22
SECTION VIII STATUS OF PAST AND PRESENT CONTRACT FORM 34 SECTION IX EXCEPTIONS FORM.…... . 35

SECTION I

DEFINITIONS

1. Advanced Client Reservation. Describes the process of requesting trips and receiving trip confirmation prior to the day service is requested.

2. City. The City of Fullerton

3. Contractor. Paratransit contractor hired to provide senior transportation services in the City.

4. Curb-to-Curb Service. A type of service where, on both the origin and destination end of the trip, the driver gets out of the vehicle and assists the passenger between the vehicle and a sidewalk.

5. Deadhead. Refers to either miles or hours when a vehicle is not in revenue service, including travel from Contractor's base to first pick up, time from last drop off back to the Contractor's base, and travel time during driver breaks and other "out of service" times. The travel time between scheduled pick-ups and drop offs, regardless of whether a passenger is on board, is not considered deadhead.

6. Door-to-Door Service. A type of service where, on either the origin and destination end of the trip, the driver gets out of the vehicle and meets/escorts the passenger to the door of the main lobby, residence, or building. The driver is responsible for assisting the passenger throughout the trip. Drivers are not allowed to enter a residence or business.

7. Dwell Time. The amount of time at each pick-up or drop off including time which is built into the schedule and time otherwise required for boarding or alighting passengers.

8. Holidays. Holidays observed by the senior nutrition program (and thus would not require transportation services on those days) will be indicated in the participating cities' Agreements.

9. Missed Trip. Any scheduled trip in which the vehicle arrives more than 20 minutes after the scheduled pick-up time or does not arrive at all.

10. No-Show. A scheduled passenger who does not appear at the designated location for vehicle boarding within 5 minutes of an on-time vehicle arrival, or who contacts City personnel to cancel the trip after 5:30 p.m. the day before a scheduled trip.

11. On-Time Pickup. A vehicle shall be on-time if it arrives at the designated pickup location no more than 5 minutes prior to the scheduled pickup time and no more than 5 minutes after that time.

12. Revenue Service. The time a vehicle is available for passenger transport within the Contractor's established hours of service. A vehicle is available for passenger transport from the time it arrives at the first passenger pickup location and ends at the last passenger drop off, excluding any meal breaks, service breaks, mechanical problems, and time a vehicle is unusable due to an accident.

13. Seniors. Individuals aged 60 and older who live within the City.

14. Service Area. The geographic area within the jurisdictional limits of the City of Fullerton plus satellite locations (outside Fullerton) for which transportation services are to be provided to seniors.

15. Vehicle Service Hour. Any 60-minute increment of time during which a vehicle is available for passenger transport within the Contractor's established hours of service, also known as revenue service hours. The 60-minute increment of time need not be continuous.

16. Vehicle Service Mile. Mileage reading on the driver trip sheet for each travel day. The "starting odometer" on the trip sheet shall be taken at the location of the first passenger 1 pickup and the "ending odometer" shall be taken at the location of the last passenger drop off, excluding meal breaks, service breaks, and mechanical problems. If mileage readings need to be taken more than once during the day to accommodate breaks, then additional odometer readings shall be recorded on the trip sheet.
2 SECTION II

NOTICE OF REQUEST FOR QUALIFICATIONS
Senior Mobility Program
NOTICE IS HEREBY GIVEN that the City of Fullerton is requesting statement of qualifications from lualified Contractors to provide transportation services for senior citizens as described in this Request or Qualifications (RFQ). The City intends to award an initial Agreement for a three (3) year term with option to extend for two (2) one-year terms by mutual Agreement between the City, Contractor and OCTA.

BACKGROUND
The Orange County Transportation Authority (OCTA) Senior Mobility Program (SMP) is designed to fill the gap for senior transportation by providing local transportation services to seniors in participating cities in Orange County. Under the program, participating cities are eligible to receive funds from OCTA to help operate a transit program that best fits the needs of the elderly in their communities.

Since 2001 the City of Fullerton has provided senior transportation services based on OCTA's SMP.

The City's program provides seniors ages 60+, who reside in the City, transportation during the weekdays and weekends to specified locations including but not limited to: leisure programs, classes, presentations, support groups and social services, grocery shopping, and medical appointments within Fullerton City limits.

The City's program operates under a cooperative Agreement with OCTA and in compliance with OCTA SMP program guidelines. OCTA provides most of the funding to support the City's program provided that it continues to meet OCTA's SMP program guidelines. The Contractor selected to provide the City's senior transportation service must operate and provide the service in compliance with the Scope of Work and OCTA SMP program guidelines to ensure that the City maintains eligibility to receive OCTA funding support.

SMP trips outside Orange County are restricted to medical trips only within approximately 10 miles of the Orange County border. Wheelchair accessible vehicles must be available for SMP service.

SUBMITTAL DEADLINE
TO BE CONSIDERED, PROPOSALS MUST BE SUBMITTED NO LATER THAN Thursday, April 22, 2022 on www.publicpurchase.com. Failure of, or disturbances in any internet services is not a legitimate reason for proposals submitted after the above due date. The City may extend the deadline at its discretion.

It is not the responsibility of the City to notify potential bidders. Prospective bidders shall be notified via the City's Procurement portal, Public Purchase at www.publicpurchase.com Organizations must first register as a vendor and registration is free, and organizations may select to be notified of all future bids and/or addendum posted by the City of Fullerton. 3 Disclosure: By submitting a proposal, the proposer represents that it has thoroughly examined and become familiar with the services required under this RFQ, and that it is capable of delivering quality services to the City.

SECTION III

SCOPE OF SERVICES/SCOPE OF WORK
The City of Fullerton would like the selected contractors) to provide transportation services to the Fullerton residents aged 60 and older. All Contractors responding to this RFQ must be capable of providing all necessary vehicles, drivers, fuel, and maintenance and must operate the program in compliance with the requirements set forth in the OCTA program guidelines.

The Orange County Transportation Authority (OCTA) Project U Funding and Policy Guidelines are to be considered part of this RFQ and are hereby incorporated herein.

MINIMUM QUALIFICATIONS
Only those Contractors with verifiable experience as it relates to the services requested in this solicitation will be considered during the evaluation process. Contractors must have relevant experience in providing the necessary services as described under the scope of services. All personnel assigned to the work shall possess appropriate licenses, certifications, registrations or must possess any other authorizations as required by State and Local agencies.

SCOPE OF WORK
Selected Contractor will report to, and operate under, the direction of the City of Fullerton Parks and Recreation staff, to provide professional transportation services.

REQUIREMENTS
A. FULLERTON SENIOR MOBILITY PROGRAM (SMP) SERVICES
The City's SMP shall consist of, but not be limited to the following offerings:

1. Community Center Transportation
Contractor shall provide transportation for seniors in the service area between their Fullerton residences and the Community Center located at 340 West Commonwealth Ave.

This service may be provided up to seven (7) days per week on Monday through Sunday.

Seniors residing in Fullerton will be provided pick-up and drop-off transportation between the current hours of 7:30 a.m. - 9:00 p.m. Monday - Friday and 7:30 a.m. - 3:00 p.m. on Saturdays. The Fullerton Community Center is currently closed on Sundays and operation hours of the Fullerton Community Center are subject to change. This service shall be curb- to-curb; however, for frail seniors, seniors in wheelchairs, the elderly or by request, the service shall be door-to-door. Hours of service will be subject to change based on demand or to improve productivity.
5 2. Medical Transportation
Contractor shall provide transportation for seniors to and from medical related appointments within the Fullerton City limits. This service shall be provided up to seven (7) days a week on Monday - Sunday. Additional medical facilities outside of Fullerton and within Orange County may be added as needed with communication and pre- authorization from the City. The City does not guarantee that all requests for additional services outside of Fullerton will be granted.

3. Shopping Transportation
Contractor shall provide transportation for seniors in the geographic area between their residences and shopping locations within the City of Fullerton. This service will be provided for up to seven (7) days per week Monday - Sunday. Time frames and date availability are subject to change based on formal requests made by the City. Service time will not exceed three (3) hours of transportation time to and from the store.

B. SERVICE OPERATION

1. Reservations. If applicable, Contractor shall offer multiple methods for residents to submit pick-up requests. Upon receipt of pick-up request, Contractor shall dispatch a vehicle to the pick-up location within thirty (30) minutes.

2. Dwell Time. Maximum dwell time shall not exceed five minutes, except in those cases where drivers must wait before loading/unloading passengers.

3. Travel Time. Under normal conditions, a passenger will not travel on a vehicle for more than 45 minutes from pickup to drop off. The Contractor will ensure that no pattern of excessive passenger travel time develops.

4. On-Time Arrival. The SMP vehicle shall arrive on-time at the scheduled pick-up location, but in no event more than ten (10) minutes after receipt of the pick-up request.

C. VEHICLES, MAINTENANCE, APPEARANCE/INSPECTIONS.

The Contractor shall be responsible for all operations and maintenance of all participating vehicles at its sole cost and expense, including insurance, fuel, taxes, fringe benefits, licensing, dispatching, radio equipment, training, supervision, management, service monitoring and vehicular accident reporting. All such liability shall be the sole responsibility of the Contractor.

Vehicles shall have a mileage fee meter with a current approval and inspection by the Department of Weights and Measures. The Contractor shall assure that participating vehicles meet all applicable codes, laws and regulations.

At a minimum, Contractor shall perform:

1. Daily pre-operation inspections that meet or exceed the guidelines provided by the SMP.

2. Scheduled preventative maintenance that meets or exceeds the guidelines provided by the SMP.
6 3. Maintain all maintenance records for each vehicle for five (5) years and shall cooperate fully in annual motor coach carrier terminal inspections conducted by the California Highway Patrol.

4. All vehicles shall be uniformed in appearance and include the Contractor's logo and color scheme.

5. All vehicles shall be cleaned daily prior to each vehicle service day and shall be kept clean throughout the day. Vehicle exteriors shall be washed not less than once per week, and after any rain or other circumstances that compromise the vehicles' clean appearance.

Floors shall be free of stains, paper or other debris, gum or other sticky substances.

Windows shall be free of dirt, dust, smudges, hands or fingerprints, exterior or interior. Dashboards, wheel wells, rails and ledges shall be kept clean, dirt and grease free.

Seating areas shall be kept clean and in good repair with attention paid to cleaning upholstery on a regular basis. Wheelchair lifts shall be kept clean and in good mechanical condition.

6. Contractor shall provide vehicles that meet Americans with Disability Act (ADA) accessibility standards.

The City reserves the right to remove vehicles from service that do not meet its appearance and cleanliness standards. Wheelchair accessible vehicles must be available for SMP service.

D. REPORTING REQUIREMENTS

1. Monthly Reports. The Contractor shall prepare and submit monthly reports as part of the billing invoice meeting per the City and OCTA SMP requirements and shall include at minimum the following: Date, Passenger Name, Pick-up address, Drop-off address, Pick- up time, Drop-off time, Trip Miles, Trip type (trip category or purpose), Number of trips per client, No shows and Cancellations.

2. Incident Reports. Drivers shall be required to complete "incident reports" after any out of the ordinary occurrence during service including but not limited to vehicle accidents, disputes with or between passengers, passenger injury or accidents (during boarding or on-vehicle), passenger misconduct. Such reports must be submitted to City for review within twenty-four (24) hours after incident.

3. Vehicle Accidents. The Contractor shall have sole responsibility, at its own cost and expense, for repair of any vehicle damaged in a vehicular accident or by any passenger.

The City retains the right to investigate any vehicular accident involving the Contractor and may request drug/alcohol screening of a driver found to be at fault under specific circumstances.

4. Patron Complaints. The City and Contractor shall investigate and document all complaints or citizen concerns as a part of program administration by collecting as much pertinent information regarding the complaint as possible from the complaining party. The Contractor shall provide the City with the name and contact information of person to call for reporting customer complaints. Within twenty-four (24) hours of a reported complaint, the Contractor's assigned representative shall contact the client to resolve the problem and report client complaint to the City. Within forty-eight (48) hours of the reported 7 complaint, the Contractor's representative shall e-mail to the City the steps they are taking to address the client's problem. The City reserves the right to exclude any of Contractor's employees or drivers from participating in the program due to findings relating to a complaint or service issue.

5. Retention/Review of Records. The Contractor shall maintain all records pertaining to the services as required by OCTA Project U Funding and Policy Guidelines throughout the term of the Agreement. The Contractor shall make its records available to the City upon request during regular business hours either for inspection or audit. All document requests must be returned to the City within seven (7) calendar days upon request.

E. PERSONNEL OPERATIONS
Contractor shall be responsible for:

1. Implementing a dress code policy requiring that all Contractor employees driving vehicle(s) pursuant to the Agreement are in a clean, neat, and identifiable uniform.

2. Assigning licensed drivers with a Class B valid California Driver's license.

3. Training staff involved in the Senior Mobility Program to duties are performed timely, properly, professionally, and safely. Training should include, but is not limited to, disability awareness and passenger assistance.

4. Ensuring that a properly trained and licensed drivers) is available during the established SMP operating hours.

5. Ensuring that no Contractor employee performs any services under the Agreement if they have been convicted (or pleads guilty or nolo contendere), regardless of the time elapsed, in any state, of any of the following or their equivalent: murder; a violation of California Vehicle Code Section 2800.2 (pertaining to disregard for safety of persons or property), Section 2800.3 (pertaining to flight from peace officer causing death or bodily injury) or Section 20001 (pertaining to duty to stop at scene of accident); robbery; pandering; pimping; crimes related to the use, sale, possession, or transportation of controlled substances; crimes involving weapons; any crime for which registration would be required under California Penal Code Section 290; or any other offense involving moral turpitude or any crime that is substantially related to the qualifications, functions or responsibilities of a transit operator

6. Ensuring that no Contractor employee performs any services under the Agreement if they have been convicted of any felony in any state (or pleads guilty or nolo contendere), other than those felonies listed above, within the last eight (8) years; or;

7. Ensuring that no Contractor employee performs any services under the Agreement if they have been convicted (or pleads guilty or nolo contendere) of any of the following regardless of the time elapsed, in any state, or their equivalent: reckless driving; driving under the influence of intoxicating liquors or drugs (DUI); a violation of California Vehicle Code Section 2800.1 (pertaining to flight from peace officer); Section 20002 (pertaining to duty where property is damaged), Section 20003 (pertaining to duty upon injury or death) or any corresponding substitute sections; vehicular manslaughter; and Penal Code 8 Sections 240, 241, 242, and 243 or any corresponding substitute sections pertaining to assault and battery.

8. Training all Contractor vehicle operators performing services under the Agreement to properly operate all vehicles, if applicable, and to demonstrate knowledge on proper use of wheelchair lifts, ramps, and other equipment associated with this service.

9. Contractor shall have in effect personnel policies that conform to all state and federal laws including, but not limited to, all regulations concerning Equal Employment Opportunities, FTA Drug and Alcohol Regulations, Compensation, Workers' Compensation, and other regulations as appropriate.

10. The City has a zero-tolerance policy for inappropriate behavior between passengers or between passengers and driver. Contractor's personnel policies must clearly address how inappropriate situations and passenger altercations will be handled. At a minimum, this could include the proper handling of situations in which allegations of sexual misconduct, lewd behavior, or sexual harassment have been made. Contractor must also adopt a zero-tolerance policy and shall describe their procedure for training employees with respect to such policy.

11. The purchasing, consumption, and/or possession of illegal substances or alcoholic beverages by Contractor employees performing services under the Agreement are prohibited. Contractor shall immediately remove any employee observed engaging in such conduct from further performance of services under the Agreement. The policies for addressing such incidents should be included in the Contractor's Drug and Alcohol Policies as required by the FTA and in compliance with the FTA Drug and Alcohol Regulations.

12. Conducting pre-employment DMV checks of all personnel hired to provide service under the Agreement. Any operator exceeding the California DMV point system or with a revoked or suspended license will not be allowed to operate the City's SMP service. Contractor shall comply with the DMV's Pull Notice Program and shall pay for all applicable license fees for drivers, other personnel, and vehicles. The results of those inspections shall be transmitted to the City.

13. Requiring all vehicle operators to promptly report any in-service mechanical failure, including wheelchair, ramp, or other lifts, to Contractor's supervisor. Contractor shall promptly ascertain the problem and report any in-service vehicle or other mechanical failure to the City immediately, and no later than the start of the next business day.

F. ADMINISTRATION
Contractor shall be responsible for:

1. Identifying a Project Manager who will oversee the proper operation and administration of all transportation services provided to the City under the Agreement. The designated Project Manager must be available to the City Monday through Friday. An organizational chart of Proposer's Contractor's management personnel shall be included in the bid proposal. Contractor shall provide a secondary point of contact in the event the primary contact is unavailable.
9 2. Contractor shall adhere to the performance standards set by the City, and shall meet periodically with the City to evaluate its performance under the Agreement.

Transportation services and passenger demand will be assessed regularly by the City to ensure that the mobility needs of the City's seniors are met and the SMP is operating reliably and efficiently.

3. Providing on a monthly basis a written summary of service and expenditures and maintaining daily attendance. In addition to SMP mandated reports, a City monthly report must accompany each invoice including dates of service, names and addresses of individuals served, pick-up location, destination location, trip category, vehicle service hours, destinations, and any other coordinated transportation services.

4. Entering into an approved Agreement with the City (refer to section VIl for Standard Agreement).

5. Attending preliminary meetings with City staff to finalize the logistics and paperwork to properly implement, coordinate, and administer the SMP program to the satisfaction of the City and OCTA.

6. Providing and maintaining appropriate vehicle storage and maintenance facilities for the garaging of the vehicle(s). If storage facilities are to be acquired, Contractor shall indicate in the RFQ what actions will be taken to acquire such facility prior to the Effective Date.

7. Notifying the City of all automobile accidents and passenger injuries, both by telephone immediately and in writing by the close of the next business day. A monthly safety report must be provided to the City. Said report will be a part of the invoice process.

8. Enforcing all established policies with regard to operational emergencies, driver training, passenger safety, quality control, and professional service performance.

9. In the event of a mechanical malfunction, especially a passenger lift malfunction, Contractor shall provide a wheelchair accessible spare vehicle to ensure continuity of service.

10. Developing and recording in writing procedures, which will be submitted to the City, that a vehicle operator uses related to wheelchair lift failure, passenger disturbances, medical assistance to passengers, accidents, inoperable vehicle with passengers on board, fares, and accountability for funds collected, and customer service standards.

11. Referring all media inquiries to the City for response.

12. Submitting with the proposal, certified financial statements reflecting the financial condition of Contractor for the past two years.

G. ACCOUNTABILITY
Contractor shall be responsible for:

1. Submitting monthly reports that include daily totals of passengers.

2. Keeping all data and records for this project for a minimum of five (5) years after the termination of the Agreement. Contractor shall cooperate fully with the City, OCTA, and/or State agencies in the event an audit of the SMP under the Agreement is conducted. 10 SECTION IV

INSTRUCTIONS TO PROPOSERS
Examination of Proposal Documents
By submitting a proposal, Contractors) represents that it has thoroughly examined and become familiar with the work required under this RFQ and is capable of performing quality work to achieve the City's objectives.

Addenda
Any changes to the requirements will be made by written addendum to this RFQ. Any written addenda issued pertaining to this RFQ shall be incorporated into the terms and conditions of any resulting Agreement. City will not be bound to any modifications to or deviations from the requirements set forth in this RFQ as the result of oral instructions. Contractor shall acknowledge receipt of addenda in their proposals.

If a contractor discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFQ, the contractor should immediately provide the City written notice of the problem and request that the RFQ be clarified or modified. Without disclosing the source of the request, the City may modify the documents prior to the date fixed for submission of proposals by issuing an addendum.

If prior to the date fixed for submissions, a contractor(s) knows of or should have known of an error in the RFQ but fails to notify the City of the error, the contractor shall submit a proposal at their own risk, and if awarded a contract, shall not be entitled to additional compensation or time by reason of the error or its later correction.

California Public Records Act (CPRA)
All proposals submitted in response of this RFQ become the property of the City and under the Public Records Act (Government Code Section 6250 el. Seq.) are public record, and as such, may be subject to public review. However, the proposals shall not be disclosed until negotiations are complete and/or recommendation for action is made to the City Manager and/or City Council.

If a proposer claims a privilege against public disclosure for trade secret or other proprietary information, such information must be clearly identified in the proposal. Note that under California Law, price proposal to a public agency is not a trade secret.

Request for Information
Submitting Questions
All questions must be submitted and received by the City no later than 4:00 P.M. PST on Monday, April 4, 2022.
11 Request for clarifications, questions and comments must be submitted through the City's errocurement Portal via Public Purchase (www.publicpurchase.com), a third-party website that hosts the City's Procurement's. Registration is free and interested contractors can select to receive automatic bid notifications from the City.

City Responses
Responses from the City will be posted on the City's bid webpage and the City's Procurement Portal, Public Purchase, tentatively scheduled to be posted on April 8, 2022.

City's bid webpage: https://www.cityoffullerton.com/business/bids-rfps/-folder-214 City's Procurement Portal - Public Purchase: www.publicpurchase.com

CITY CONTACT
General questions regarding this RFQ are to be directed to the following:

City of Fullerton - Purchasing
Attr: Karen Chung, Buyer
303 W. Commonwealth Avenue
Fullerton, CA 92832-1775
Phone: 714/738-6537
Email: [email protected]
Any contact outside of the City staff/representative shall be cause for disqualification Submission of Proposals
Date and Time
Proposals must be submitted at or before 3:00 PM PST on Friday, April 22:2022.

Proposals received after the above specified date and time will not be accepted and considered by the City.

How to Submit
Proposals must be submitted electronically on the City's Procurement Portal - Public Purchase website: www.publicpurchase.com. No hard copies or electronic copies uploaded onto a USB will be accepted.

Acceptance of Proposals

1. City reserves the right to accept or reject any and all proposals, or any item or part thereof, or to waive any informalities or irregularities in proposals.

2. City reserves the right to withdraw or cancel this RFQ at any time without prior notice, and the City makes no representations that any contract will be awarded to any proposer responding to this RFQ.

3. City reserves the right to postpone proposal openings for its own convenience. 12 4. Submitted proposals are not to be copyrighted.

Pre-Contractual Expenses
City shall not, in any event, be liable for any pre-contractual expenses incurred by contractor in the preparation of its proposal. Contractor shall not include any such expenses as part of its proposal.

Pre-contractual expenses are defined as expenses incurred by contractor(s) in:

1. Preparing its proposal in response to this RFQ;

2. Submitting that proposal to the City;

3. Negotiating with the City any matter related to this proposal; or any other expenses incurred by Contractor prior to date of award, if any, of the Agreement.

Joint Offers
Where two or more Contractors desire to submit a single proposal in response to this RFQ, they should do so on a prime-sub-contractor basis rather than as a joint venture. City intends to contract with a single contractor and not with multiple contractors doing business as a joint venture.

Exceptions and Deviations
The Contractor(s) shall enter into an Agreement with the City based upon the contents of the RFQ and the Contractor's proposal. The City's standard form of Agreement is included in Section VII. The Contractors) shall carefully review the Agreement, especially with regard to the indemnity and insurance provisions, and include with the proposal a description of any exceptions, technical or contractual, requested to the standard contract. If there are exceptions or are no exceptions, a statement to the effect shall be included in the proposal as well. See the exceptions attachment included in Section IX that must be included with your proposal.

Insurance Requirements
The Contractor shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Contractor shall provide current evidence of the required insurance in a form acceptable to the City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration or termination of this Agreement.

Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein within the Professional Services Agreement or the extent to which Contractor may be held responsible for payments of damages to persons or property. 13 Minimum Scope and Limits of insurance
a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance coverage in a form at least as broad as ISO Form #CG 00 01, with a limit of not less than $1,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.
b. Business Automobile Liability Insurance. Contractor shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less than $5,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles.

Workers' Compensation and Employers' Liability Insurance. Contractor shall maintain workers' compensation insurance as required by the State of California and employers' liability insurance with limits of not less than $1,000,000 each accident. d. Professional Liability Insurance. Contractor shall maintain professional liability insurance appropriate to Contractor's profession with a limit of not less than $2,000,000. Architects' and engineers' coverage shall be endorsed to include contractual liability. If policy is written as a "claims made" policy, the retro date of the policy shall be prior to the start of the contract work.

Deductibles and Self-Insured Retentions, or Similar Forms of Coverage Limitations or Modifications must be declared to and approved by the City.

Other Insurance Provisions
The required insurance policies shall contain or be endorsed to contain the following provisions:
a. Commercial General Liability. The City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work or operations. Such coverage as an additional insured shall not be limited to the period of time during which the Contractor is conducting ongoing operations for the City but rather, shall continue after the completion of such operations. The coverage shall contain no special limitations on the scope of its protection afforded to the City, its officers, employees and volunteers.
b. Commercial General Liability. This insurance shall be the primary insurance as respects the City, its officers, employees and volunteers and shall apply separately to each insured against whom a suit is brought or a claim is made. Any insurance or self- insurance maintained by the City, its officers, employees and volunteers shall be excess 14 of this insurance and shall not contribute with it.
c. Professional Liability. If the Professional Liability policy is written on a "claims made" form, Contractor shall maintain similar coverage for three consecutive years following completion of the project and shall thereafter, submit annual evidence of coverage.

Additionally, Contractor shall provide certified copies of the claims reporting requirements contained within the policies.
d. Workers' Compensation and Employers' Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of the City.
e. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. If the Contractor 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 Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. f. Subcontractors. Contractor shall require and verify that all subcontractor maintain insurance meeting all the requirements stated herein and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. g. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

Acceptability of Insurers
All required insurance shall be placed with insurers acceptable to the City with current BEST'S ratings of no less than A, Class VII. Workers' compensation insurance may be placed with the California State Compensation Insurance Fund. All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of the City, insurance provided by non-admitted or surplus carriers with a minimum BEST'S rating of no less than A- Class X may be accepted if Contractor evidences the requisite need to the sole satisfaction of the City.

Verification of Coverage
Contractor shall furnish the City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self-insured retentions. Additionally, Contractor shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences. The City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.
15 SECTION V

REQUIRED PROPOSAL CONTENT
Proposal Format and Content
Although no specific formatting is required by the City, this section is intended to provide guidelines to the contractor regarding features which the City will look for and expect to be included in the proposal.

Electronic proposal will be submitted in a format that will print on 8 '" x 11" size paper. Charts and schedules must be submitted in a format that will print on an 8 ½½" × 11" size paper. The Contractors should not include any unnecessary elaborate or promotional material. Lengthy narrative i discouraged, and presentations should be brief and concise.

Proposer shall ensure that proposals are received by the City on or before the specified date and time.

Failure to adhere to the deadline will result in disqualification.

Letter of Transmittal
The Letter of Transmittal shall be addressed to the City of Fullerton and, at a minimum, contain the following:
(1) Identification of proposer that will have contractual responsibility with the City.

Identification shall include legal name of company, corporate address, telephone and fax number. Include name, title, address, email and telephone number of the contact person identified during period of proposal evaluation.
(2) Identification of all proposed sub-contractors (if known) including legal name of company, contact person's name and address, phone number and fax number. Relationship between proposer and sub-contractors if applicable.
(3) Acknowledgment of receipt of all RFQ addenda, if any. (4) A statement to the effect that the proposal shall remain valid for a period of no less than 120 days from the date of submittal.
(5) Signature of a person authorized to bind proposer to the terms of the proposal. (6) Signed statement attesting that all information submitted with the proposal is true and correct.
(7) A discussion of the highlights, key features, and distinguishing points of the proposal. (8) Identification of any modifications to the attached Agreement that the Contractor would require, prior to entering into an Agreement with the City. Details of any modifications required by the Contractor may be included within the appendix section of the proposal. 16 If there are no exceptions, a statement to that fact shall be included within the letter of transmittal.

Technical Proposal
Qualifications, Related Experience, and References of Proposer This section of the proposal should establish the ability of the Contractor(s) to satisfactorily perform the required work by reasons of: experience in performing work of the same or similar nature; demonstrated experience working with other public agencies; strength and stability of the contractor(s); staffing capability; work load; record of meeting schedules on similar contracts; and supportive client references. Most recent references preferred.

Proposer to:
(1) Provide an overview of the proposal (including the contractor's relevant experience), a summary of the contractor's understanding of the requested Scope of Work, and its approach to providing those services.
(2) A brief description of your contractor's background, size, office locations in California, and history as it may be relevant to the services required. Include subcontractors as applicable. (3) Describe your experience providing similar services for other public agencies and authorities, with an emphasis on California jurisdictions and agencies. (4) References - Please provide at least three (3) client references for whom the contractor has performed similar work to that requested in this RFQ during the past five (5) years. For each client, please provide the name, street address, telephone number, and email address.

Proposed Staffing and Organization
This section of the proposal should establish the method that will be used by the contractor to manage the contract as well as identify key personnel assigned. Proposed staffing and organization are to be presented by contractor identified in the Scope of Work.

Proposer to:
(1) Provide education, experience, and applicable professional credentials of contract staff.

Include applicable professional credentials of "key" contract staff. (2) Furnish brief resumes (no more than one page each) for key personnel. (3) Identify key personnel proposed to perform the work in the specified tasks and include major areas of subcontract work. Include the person's name, current location, and proposed position for this project, current assignment, and level of commitment to that assignment, availability for this assignment and how long each person has been with the Contractor. (4) Include an organization chart that clearly delineates communication/reporting relationships among the staff, including subcontractors.
17 (5) Include a statement that key personnel will be available to the extent proposed for the duration of the project, acknowledging that no person designated as "key" to the contract shall be removed or replaced without the prior written concurrence of the City.

Detailed Work Plan
Contractor shall provide a narrative that addresses the Scope of Work and shows Contractors' understanding of City's needs and requirements.

The Contractor shall:
(1) Describe the proposed approach and work plan for completing the services specified in the Scope of Work. The description of the approach shall discuss the services in sufficient detail to demonstrate the proposer's ability to accomplish the City's objectives. (2) Describe approach to managing resources, including a description of the role(s) of any sub- contractors, if applicable, their specific responsibilities, and how their work will be supervised.

Identify methods that proposer will use to ensure quality, budget, and schedule control.

Fee Proposal
In this section segregate the proposed costs into two service categories. The first category shall consist of the required services as outlined in the scope of work. The second service category shall consist of optional services. Provide a fee schedule matrix identify various fee methods such as base fees, fixed fees, hourly rates, vouchers, mileage pricing and any other pricing methods available. The below transportation services can used to develop the fee schedule. Respondents verify the proposed costs are their best offer. The City may seek to enter into cost negotiations over various aspects of the fee proposal with the selected contractors) based on the needs of the City. • City to cover costs for all transportation from Fullerton residence to the Fullerton Community Center
• City to partially subsidize medical and shopping trips within Fullerton limits. Patron will be required to pay a minimal co-pay.
• City to partially subsidize pre-authorized medical locations within Orange County. Patron will be required to pay a minimal co-pay.

CONTRACT PAYMENT
• The Contractor will be paid monthly in areas for satisfactory work performed under this contract. On the first business day of each month, the Contractor shall submit a detailed invoice and all required reports for work performed the previous month. This invoice shall be subject to review and approval by the Parks and Recreation Department.
• All submitted invoices shall be paid within 45 days of the City's receipt and approval of invoice. Any early payment discounts will be taken.
• Any charges in the invoice not approved by the City shall not be processed for payment. 18 Appendices
Information considered by proposer to be pertinent to this contract and which has not been specifically solicited in any of the aforementioned sections may be placed in a separate appendix section. Please note that this does not constitute an invitation to submit large amounts of extraneous materials. Appendices should be relevant and brief.

Status of Past and Present Contracts Form
Contractor(s) is required to complete and sign the form entitled "Status of Past and Present Contracts" provided in this RFQ and submit as part of the proposal. The contractor shall list the status of past and present contracts where either the contractor has provided services as a prime contractor or a sub- contractor during the past five (5) years and the contract has ended or will end in termination, settlement, or litigation. A separate form shall be completed for each contract. If the contract was terminated, list the reason for termination. Contractor must also identify and state the status of any litigation, claims or settlement Agreements related to any of the identified contracts. Each form must be signed by the contractor confirming that the information provided is true and accurate. The contractor(s) are required to submit a copy of the completed form(s) as part of the proposal. 19 SECTION VI

EVALUATION AND AWARD
Evaluation Criteria
City will evaluate the proposals received based on the following criteria outlined below. Respondents who are not actively engaged in providing services of the nature proposed in their response to this request and/or who cannot clearly demonstrate to the satisfaction of the City their ability to satisfactorily perform the work in accordance with the requirements set forth in this request will not be considered. The City shall be the sole judge of the qualifications and services and its decision shall be final. Discussions may be conducted with respondents who submit qualifications determined to be reasonably acceptable of being selected for award. Any changes to the RFQ requirements will be made by addendum. All addenda shall be signed by Contractor and attached to the proposal. Failure to attach any addenda may render the proposal non-responsive and cause it to be eliminated from consideration.

City will evaluate the proposals received based on the following criteria:

1. Qualifications of the Contractor - Technical experience in performing work of a similar nature; experience working with public agencies is mandatory; strength and stability of the Contractor; and assessment by client references.

2. Project Management Approach - Qualifications of proposed key personnel; logic of organization; and adequacy of labor commitment and resources to satisfactorily perform the requested services and meet the City's needs.

3. Detailed Work Plan - Thorough understanding of the City's requirements and objectives; logic, clarity, specificity, and overall quality of work plan.

4. Fee Proposal - Reasonableness of proposed fees.

The City will select a Contractor based upon the responding contractor's qualifications and experience, together with its responses to the requests for information set forth above. It should be noted that none of these factors in and of themselves are determinative, and the City reserves the right to select a contractor on any basis that is in the best interests of the City. The City may contact contractors in response to questions raised in their proposals and the City reserves the right to cancel this solicitation without selecting any contractors.

After the submittals are evaluated. The City, at its sole discretion, may elect to interview all, some, or none of the Contractors. The interview will help to clarify each proposal, approach and qualifications for the services requested in the scope of work. Contractors may be asked to submit additional documentation at or after the interview stage. Based upon the interview and evaluation of the proposals, the top-ranked Contractor will be recommended to the City Manager and/or City Council (if necessary). In addition, the City reserves the right to select a Contractor without conducting interviews or abandon this RFQ. Final selection of a Contractor and authority awarding the contract to proceed with these services shall be at the sole discretion of the City Manager and/or City Council. 20 Evaluation Procedure
An Evaluation Committee will review all proposals. The committee will be comprised of City staff and may include outside Contractors. The City of Fullerton reserves the right to request clarification of additional information from any contractor at any time. The committee will recommend to the City Manager the contractor(s) whose proposal is most advantageous to the City of Fullerton. If required, the City Manager will then forward its recommendation to the City Council for final action.

Award
The City of Fullerton may negotiate contract terms with the selected Contractor(s) prior to award, and expressly reserves the right to negotiate with several Contractors simultaneously. However, since the selection and award may be made without discussion with any Contractor, the proposal submitted should contain Contractor's most favorable terms and conditions.

City Manager and/or City Council action will be requested by City staff to award the contract to the selected Contractors).

Notification of Award
Contractors who submit a proposal in response to this RFQ shall be notified regarding the Contractor(s) awarded a contract. Such notification shall be made within seven (7) days of the date the contract is awarded. Notification of Intent to Award will be emailed to Contractors who submitted a proposal, available on the City's bid webpage
(https://www.cityoffullerton.com/business/bids-rfps/-folder-214) and on the City's Procurement platform (www.publicpurchase.com).

Tentative Schedule
** Tentative Schedule may be changed at the City's discretion, Interviews and Negotiations will be scheduled if required **
Release of RFQ March 28, 2022
Question Submittal Deadline April 4, 2022, at 4:00 P.M. PST Response to Questions Posted April 8, 2022
RFQ Submittal Deadline April 22, 2022, at 3:00 P.M. PST Contractor Interviews/Contract May 2022
Scope Negotiations
Contract Award June 2022

EXHIBIT B

CONTRACTOR'S PROPOSAL
Senior Mobility Program
City of Fullerton
April 22, 2022
1 EXHIBIT C

OCTA SMP PROJECT FUNDING AND POLICY GUIDELINES
OCTA SMP Project Funding and Policy Guidelines
Senior Mobility Program
Project U Funding and Policy Guidelines
November 2018

1.0 Overview
The Measure M2 (M2) Project U - Senior Mobility Program (SMP) provides fundingto support local, community-based transportation service for seniors. Originally established in 2001 using limited state funding for bus operations, M2 Project U SMP funding was established to continue and expand the existing program. A formula funding allocation was established for all Orange County participating cities and eligible agencies based upon their senior population. One percent of M2 net revenue is used to fund the program and participating cities and eligible agencies must provide a minimum 20 percent local match of the total annual program expenditures.

Included in the SMP are eligible non-profits. These agencies are funded locally and must also comply with the Guidelines.

2.0 Objectives
• To provide for local, community-based senior transportation services. • To allow participating cities and eligible agencies to develop and implementsenior transportation services to serve their community.
• To provide transit options for seniors which complement rather than duplicateOCTA fixed route and ACCESS paratransit service.

3.0 Eligibility Requirements
Participation in the SMP is contingent upon maintaining M2 eligibility. Participatingcities and eligible agencies must be eligible to receive M2 funding, established onan annual basis as specified in the M2 Ordinance Requirements for Eligible Jurisdictions, to receive the formula allocation for this program.1 Adherence to strict funding guidelines is required.

Participating cities and eligible agencies are required to submit a Service Plan asdescribed in Section 7.0 and must enter into a cooperative funding agreement withOCTA that defines the conditions of use of SMP funds prior to receiving their SMPfunding allocation.

4.0 Funding Allocation Method & Distribution
Funding for the program is identified as one percent of M2 net sales tax revenue and will be allocated to eligible participating cities and eligible agencies based upon the participating cities and eligible agencies' percentage of the seniorpopulation of the county. Senior population is determined by using the most current official decennial Census information provided by the U.S. Census Bureau.

Funding allocations are based on actual sales tax receipts. Funding will be distributed on a bi-monthly basis. SMP funds must be expended within three yearsof receipt.

OCTA may grant a two-year extension beyond the three-year expenditure limitation; however, an extension may not exceed five years from the date of the initial funding allocation. Participating cities and eligible agencies requesting an extension beyond the three-year limitation must submit a justification letter for review and approval by OCTA at least 90 days prior to the end of the third fiscal year.

In the event the time limits for use of SMP funds are not satisfied, any retained SMP funds that were allocated to an eligible participating city and eligible agency, including interest, shall be returned to OCTA.

5.0 Match Requirements
Participating cities and eligible agencies must provide a minimum 20 percent localmatch of the total annual program expenditures. Match funding may be made up of cash subsidies, fare revenues, donations, or in-kind contributions such as salaries and benefits for the participating cities and eligible agencies' employees who perform work on the program. Participating cities and eligible agencies may also be required to submit supporting documentation to substantiate local match expenditures. Participating cities and eligible agencies are not required to contribute the minimum match requirement on a monthly basis; however, the minimum 20 percent match requirement must be met by the end of each fiscal year, defined as June 30.

Participating cities and eligible agencies not satisfying the annual 20 percent matchshall be subject to withholding of funds from future bi-monthly allocations equal tothe difference between the amount of Measure M funds actually spent and the amount of Measure M funds actually matched.

Example:

Total Program Expenditures $100,000
Total M2 Funding Allocation $ 80,000
20% Required Match $ 20,000
Actual Reported Match $ 15,000
Withholding Calculation:

Total M2 Funds Spent $ 80,000
M2 Funding Eligibility Based on Actual Reported Match - $ 60,000 Withholding from Future Allocation(s) $ 20,000

6.0 Service Guidelines
Services provided under the SMP are available to individuals 60 years of age andolder.

Participating cities and eligible agencies have discretion in the types of tripsprovided within Orange County, such as trips to/from senior centers, medical appointments, shopping, personal care, and social/recreational activities. Participating cities and eligible agencies should use discretion when providing tripsfor social/recreational activities when developing their Service Plan to ensure prudent and appropriate use of taxpayer funds.

SMP trips outside Orange Countyare restricted to medical trips only within approximately 10 miles of the Orange County border.

Participating cities and eligible agencies also have discretion in how the service isoperated.

Senior transportation services may be operated using employees, volunteers, or the jurisdiction may contract with a third-party service contractor. Contractors must be selected using a competitive procurement process and the participating city and eligible agency must ensure the contractor is in compliance with program guidelines and provisions included in the cooperative funding agreement.

Participating cities and eligible agencies whose program offers subsidized taxi service for seniors must ensure trips provided with SMP funding are consistent with the trip types as specified in these guidelines.

Wheelchair accessible vehicles must be available for SMP service.

Participating cities and eligible agencies will perform, or ensure that a contractor performs, maintenance of all vehicles used in the Senior Mobility Program. Participating cities and eligible agencies will ensure that its operators, or its contracted operators, are properly licensed and trained to proficiency to perform duties safely, and in a manner which treats its riders with respect and dignity.

Participating cities and eligible agencies may receive one retired OCTA ACCESSparatransit vehicle per year, free of charge, to support their senior transportation programs subject to availability. Any retired ACCESS vehicles in excess of one per year may be purchased for a cost equivalent to the refurbishment cost incurredby OCTA.

7.0 Service Plan Adoption
Participating cities and eligible agencies shall submit to OCTA a SMP Service Planwhich defines program services (Exhibit A). The Service Plan must be submittedusing a template provided by OCTA and must be adopted by the participating citiesand eligible agencies' governing body and approved by the OCTA Board of Directors. Any revision to the adopted SMP Service Plan must be submitted to OCTA in advance for review and approval. Revisions to the trips listed on the service plan will require an amendment to the cooperative funding agreement priorto implementing a change in program services.

8.0 Insurance
Participating cities and eligible agencies shall procure and maintain insurance coverage as specified in their Senior Mobility Program cooperative agreements with OCTA.

9.0 Drug and Alcohol Testing
Participating cities and eligible agencies shall establish and implement an alcoholand drug testing program that complies with 41 U.S.C. sections 701-707, (the DrugFree Workplace Act of 1988), and will produce any documentation necessary to establish its compliance with sections 701-707.

10.0 Marketing and Outreach
Participating cities and eligible agencies shall participate as appropriate in OCTA marketing and outreach efforts to encourage the use of fixed route transit serviceby older adults.

11.0 Recognition of OCTA Sponsorship
Participating cities and eligible agencies shall note OCTA sponsorship in any promotional material for senior mobility services funded by OCTA and shall displayan OCTA-provided OC Go Senior Mobility Program decal on vehicles used in thisProgram, excluding taxis.

12.0 Vehicle Maintenance
Participating cities and eligible agencies shall perform or ensure that a contractedvendor performs maintenance of all vehicles used in the Program, including:
• Daily pre-trip inspections and completion of checklists identifying eachvehicle component and system inspected.
• Scheduled preventive maintenance that meets or exceeds the vehicle manufacturer's standards.
• Maintaining maintenance records for each vehicle for five years. • If required, cooperation in annual motor coach carrier terminal inspections conducted by the California Highway Patrol.

13.0 Eligible Expenses
Participating cities and eligible agencies shall ensure M2 funds are used for eligibledirect program-related expenses which may include contract service providers, staff time, vehicle maintenance, fuel, insurance, vehicle acquisition, program supplies and materials, marketing materials, and community outreach. Participating cities and eligible agencies shall ensure all costs are program-relatedand are fair and reasonable. Administrative costs up to 10 percent are allowed and considered eligible program expenses. All program expenses are subject to audit.

No M2 funding shall be used by a participating city and eligible agency for other than transportation purposes authorized in the M2 Ordinance.

14.0 Program Revenue
Participating cities and eligible agencies must maintain adequate controls for collecting and reporting program revenue, including donations, fees, and cash fares. Program revenue must be used to support the transportation service and may be used as part of the participating cities and eligible agencies' 20 percent local match requirement.

15.0 Reporting
Participating cities and eligible agencies are required to submit reports using templates provided by OCTA. Required reporting data will include, but not be limited to, the following:

A. Operational Reports
• Number of Trips by Category
• Vehicle Service Hours
• Vehicle Service Miles
Operational reports are due 30 days after the end of the service month.

B. Financial Reports
• Program Cost Detail by Expense Category and % of Total Operating Cost • Fares, Fees and Other Operating Revenue
• Participating City and Eligible Agency Total Contribution & Source • Participating City and Eligible Agency Share as % of Total Operating Cost • Cumulative Participating City and Eligible Agency Share to Date • OCTA Contribution
• OCTA Contribution as % of Total Operating Cost
• Cumulative Contribution Received from OCTA
Total Monthly Program Operating Cost
• Cumulative Total Program Operating Cost
Financial reports are due 60 days after the end of the quarter. Reports must becertified by the participating city and eligible agency's Finance Director or Finance Director's financial designee.

Participating cities and eligible agencies shall be required to maintain supporting documentation to substantiate reporting data. Supporting documentation may include, but is not limited to, actual receipts, contractor invoices, trip sheets, payroll, timesheets, fuel logs, and maintenance records/receipts.

C. Annual Questionnaire and Document Request (AQDR)
Participating cities and eligible agencies shall certify their compliance with these Guidelines annually by having their City Manager or City Manager's department director designee sign a completed version of a questionnaire sent out by OCTA. Jurisdictions shall also submit all compliance-related documents requested by OCTA. Completed AQDRs must be submitted to OCTA within 90 days of the endof the fiscal year reported upon.

Failure to meet the established reporting deadlines for any of these reports may result in future withholding of funding and/or other sanctions to be determined.

16.0 Audits & Inspection of Records
M2 funding is subject to audit. Participating cities and eligible agencies shall maintain program documentation and records for a period of no less than five years. Program documents and records, including but not limited to payroll, trip sheets, invoices, vehicle maintenance, fuel, and other program-related expenses,shall be available for review by OCTA SMP administrators, auditors, and authorized agents upon request. Participating cities and eligible agencies must follow established accounting requirements and applicable laws regarding the useof public funds. Failure to submit to an audit in a timely manner may result in withholding or loss of future funding. Failure to comply with the approved ServicePlan will require remediation which may include repayment, reduction in overall allocation, and/or other sanctions to be determined by the OCTA Board of Directors.

Audits shall be conducted by the OCTA Internal Audit Department, or other authorized agent, as determined by OCTA.

OCTA's failure to insist in any one or more instances of a participating city and eligible agency's performance of the provisions set forth in these guidelines shall not be construed as a waiver or relinquishment of the participating city and eligible agency's obligation to comply with these guidelines.

Moreover, only the OCTA Board of Directors shall have the authority to alter and/or waive any requirements/obligations set forth in these guidelines.