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CITY OF LAGUNA BEACH
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement #__________ is made and entered into this _____ day of ________, 20___, by and between the City of Laguna Beach, a municipal corporation organized under the laws of the State of California with its principal place of business at 505 Forest Avenue, Laguna Beach, California 92651 ("City") and LAZ Parking, California a California Limited Liability Company, with its principal place of business at 949 South Coast Drive, Suite 515, Costa Mesa, CA, 92626 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing Trolley and On-Demand services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for the Trolley and On-Demand Services project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional drivers and support staff to operate the City’s trolley service and on-demand rideshare services necessary for the Project ("Services").
The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2026 to June 30, 2031, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.
3.2 Compensation.
3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Nineteen million, one hundred and two thousand seven hundred and ninety dollars ($19,102,790) without written approval of the City Council or City Manager, as applicable.
Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. Failure to submit an invoice within ninety (90) days of any service(s) or good(s) provided shall constitute an absolute waiver of any right to payment for such service(s) and/or good(s), and City shall have no obligation to review, process, or pay any invoice submitted after the expiration of the ninety (90) day period.
3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.3 Responsibilities of Consultant.
3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any -3- PROFESSIONAL SERVICES AGREEMENT
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of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.3.4 City's Representative. The City hereby designates Alexis Braun, Acting Director of Transportation and Community Services, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement.
The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.3.5 Consultant's Representative. Consultant hereby designates Dane Nielsen Regional Vice President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.3.6 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.3.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant -4- PROFESSIONAL SERVICES AGREEMENT
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represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.3.8 Period of Performance.
3.3.8.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3.3.8.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.
3.3.8.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.
Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
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3.3.9.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.
3.3.9.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.
3.3.9.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.3.9.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
3.3.9.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.
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3.3.9.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.3.10 Insurance. The 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. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement, or endorse the policies to do so. Without limiting the indemnity provisions of this Agreement, Consultant shall procure and maintain in full force and effect during the term of this Agreement, the following policies of insurance.
3.3.10.1 Minimum Scope and Limit of Insurance
(A) Commercial General Liability (CGL) which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 00 01, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
(B) Commercial Auto Insurance. Consultant shall maintain commercial auto insurance in an amount not less than $5,000,000 each accident for bodily injury and property damage liability arising out of or in connection with the services to be performed under this Agreement. Liability coverages shall be provided for Consultant’s owned, non-owned; and hired autos and trolleys; and for City’s owned trolleys. The policy shall be endorsed to specifically cover City owned trolleys operated by Consultant for bodily injury and property damage liability. Coverage shall include uninsured motorist, and medical payments.
Comprehensive physical damage and collision coverage shall be included for Consultant’s owned trolleys and provide for the full replacement cost of vehicles and the Consultant shall be solely responsible for the deductible.
(C) Workers’ Compensation as required by the State of
California with statutory limits, and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury or disease.
(D) Professional Liability Insurance with minimum limit of not less than $1,000,000 each claim and $2,000,000 aggregate. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusion that may potentially delete coverage for the services to be performed.
3.3.10.2 Endorsements
(A) Insurance policies shall not be compliant if they include any limiting provision or endorsement contrary to this Agreement, including but not limited to restricting coverage to the sole liability of Consultant, excluding contractual liability or excluding third party over actions. The following endorsements shall be provided to the City. -7- PROFESSIONAL SERVICES AGREEMENT
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(B) Commercial General Liability and Commercial Automobile Liability Policies:
(1) Additional Insured: The City, its elected officials, officers, employees, volunteers, boards, agents, and representatives are to be covered as additional insureds for the liability and defense of suits or claims arising out of the services or operations performed by or on behalf of the Consultant
including materials, parts, or equipment furnished in
connection with such services or operations. Commercial General Liability additional insured endorsements shall be at least as broad as ISO Form(s) CG 20 10 11 85; or both CG 20 10 or CG 20 26, and CG 20 37. The auto policy shall be endorsed to specifically cover bodily injury and property damage liability for City owned trolleys operated by
Consultant.
(2) Primary and Non-Contributory: This insurance is primary to and will not seek contribution from any other insurance whether primary, excess, umbrella, or contingent insurance, including deductible, or self-insurance available to the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds. The Commercial General Liability primary and noncontributory endorsement shall be at least as broad as ISO CG 20 01 04
13. (C) Workers’ Compensation:
(1) Waiver of Subrogation: Any right of subrogation against the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives shall be waived.
3.3.10.3 Insurance Obligations of Consultant. The City requires and shall be entitled to the Consultant’s broader coverage and/or the higher limits if Consultant maintains broader coverage and/or higher limits than the minimums shown above. Any available insurance proceeds excess of the specified minimum limits of insurance and coverage shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement.
3.3.10.4 Notice Of Cancellation. Required insurance policies shall not be cancelled or coverage reduced until thirty (30) days written notice of cancellation has been served upon the City, except ten (10) days written notice of cancellation shall be allowed for non-payment of premium.
3.3.10.5 Waiver Of Subrogation. Required insurance policies shall not prohibit Consultant from waiving the right of subrogation prior to a loss. The Consultant shall waive all rights of subrogation against the indemnified parties and policies shall contain or be endorsed -8- PROFESSIONAL SERVICES AGREEMENT
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to contain such a provision. This provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer.
3.3.10.6 Evidence Of Insurance. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City as to form and content. These requirements are subject to amendment or waiver only if approved in writing by the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.3.10.7 Self-Insured Retention. Self-insured retentions (SIR’s) must be declared to and approved by the City. The City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the SIR. The policy language shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or the City. Selfinsured retentions shall be the sole responsibility of Consultant, or subcontractor who procured such insurance. The City may deduct from any amounts otherwise due Consultant to fund the SIR. The policy must also provide that defense costs, including the allocated loss adjustment expenses, will satisfy the SIR.
3.3.10.8 Contractual Liability. The coverage provided shall apply to the obligations assumed by Consultant under the indemnity provisions of this Agreement.
3.3.10.9 Failure To Maintain Coverage. The Consultant agrees to suspend and cease all operations hereunder during such time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due until the Consultant has fully complied with the insurance provisions of this Agreement. If the Consultant’s operations are suspended for failure to maintain required insurance coverage, Consultant shall not be entitled to an extension of time for completion of the services because of production lost during suspension.
3.3.10.10 Acceptability Of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. Any other rating must be approved in writing by the City.
3.3.10.11 Claims Made Policies. If coverage is written on a claims-made basis, the retroactive date of such insurance and all subsequent insurance shall coincide or precede the effective date of Consultant’s Agreement with the City and continuous coverage shall be maintained, or an extended reporting period shall be exercised for a period of at least ten (10) years from termination or expiration of this Agreement. -9- PROFESSIONAL SERVICES AGREEMENT
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3.3.10.12 Excess Umbrella Liability Policies. If any excess or umbrella liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all the insurance requirements stated in this Agreement, including, but not limited to the additional insured, primary & non-contributory and waiver of subrogation insurance requirements stated herein. No insurance policies or self-insurance maintained by the City, whether primary, reinsurance or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until Consultant’s primary and excess/umbrella liability policies are exhausted.
3.3.10.13 Insurance For Subcontractors. Consultant shall be responsible for causing subcontractors to purchase the same types and limits of insurance in compliance with the terms of this Agreement, including adding the City as an additional insured, providing primary and non-contributory coverage and waiver of subrogation to the subcontractor’s policies.
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.
3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be -10- PROFESSIONAL SERVICES AGREEMENT
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Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.
3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5 Termination of Agreement.
3.5.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.
3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6 Indemnification.
3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees -11- PROFESSIONAL SERVICES AGREEMENT
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and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
3.7 General Provisions.
3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.7.2 Independent Contractors and Subcontracting.
3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.
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3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: LAZ Parking California
949 South Coast Drive, Suite 515]
Costa Mesa, CA 92626
ATTN: Dane Nielsen, Regional Vice President
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Alexis Braun, Acting Director, Transportation and Community Services
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.7.4 Ownership of Materials and Confidentiality.
3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that -13- PROFESSIONAL SERVICES AGREEMENT
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Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents -14- PROFESSIONAL SERVICES AGREEMENT
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from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.
3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.
Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. -15- PROFESSIONAL SERVICES AGREEMENT
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3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
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3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.
SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF LAGUNA BEACH AND
LAZ PARKING
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.
CITY OF LAGUNA BEACH
Approved By:
Dave Kiff, City Manager
Approved as to Form:
_____________________________________
City Attorney
Attested By:
City Clerk
LAZ PARKING
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:
Its:
Printed Name:
By:
Its:
Printed Name:
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55852.00003\42823523.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"
SCOPE OF SERVICES
1.0 Vehicles
1.01 The total fleet size will be 21 trolleys owned and maintained by CITY. CITY is currently in the process of procuring additional trolleys, one which may be electric. The fleet may be temporarily augmented in summer season with the lease of additional trolleys based on projected ridership demand. CITY’s maximum number of trolleys is 25.
1.02 All vehicles will be dispatched from CITY’s Corporate Yard located at 1900 Laguna Canyon Road, Laguna Beach, CA 92651. CITY’s current revenue vehicle fleet is detailed in the table below:
Revenue-Service
Trolleys
Hometown
Trolley
Hometown
Trolley
Hometown
Trolley
Number 9 8 4
Length 35' 6" 32' 6" 27'
Fuel LPG LPG LPG
Seating capacity 32 30 22
Wheelchair lift Yes Yes Yes
HVAC Pro air/rear N/A Acme/ thermo king
On-Demand Vehicles
The vendor will supply (7) seven passenger hybrid vans for the on-demand service. The City prefers Toyota vans. If another type of vehicle is to be used the City must authorize the purchase.
The vendor will supply (3) three ADA accessible vans
1.03 In addition to revenue-service trolleys, above, CITY shall supply two non-revenue sedans to be used by CONSULTANT personnel. The non-revenue sedans will be fueled and maintained by CITY. CITY will NOT provide fleet vehicles for CONSULTANT’S supervisory staff. CONSULTANT shall maintain adequate fleet vehicles for this purpose.
CONSULTANT is responsible for providing any additional vehicles necessary to provide or manage the service.
1.04 CITY will designate which specific revenue-service trolley vehicle should operate on a certain route. If the designated revenue-service trolley vehicle is not available, CONSULTANT will use another vehicle and note it on the Daily Vehicle Assignment Report.
55852.00003\42823523.1
Exhibit “A”-2 PROFESSIONAL SERVICES AGREEMENT
1.05 Scheduled Layover: CONSULTANT will be responsible for preparing driver schedules that provide all breaks and meal periods as required by federal, state, and local laws. Breaks and meal periods as well as scheduled deadhead hours are moved from the daily total hours to produce the Revenue Service Hours (RSH) in Exhibit C.
1.06 Schedule Changes: CITY may make changes to trolley schedules periodically. CITY will provide the new schedules to CONSULTANT at least 30 days before the effective date.
1.07 On-Demand Vehicles: CONSULTANT shall provide 10 Toyota Sienna’s for on-demand services. Preferably white in color. Vehicles shall be maintained in good working order, and any body damage shall be repaired as soon as possible by CONSULTANT.
2.0 SCOPE OF SERVICES:
2.0.1 Laguna Beach Trolley Services: CITY provides local fixed route trolley services throughout CITY and extends south to the neighboring city of Dana Point. Trolley Services include: one coastal and one canyon circulator route, as well as a weekend-only route linking peripheral parking lot in CITY of Irvine to downtown Laguna Beach. Later night services on all routes seven days a week are provided to accommodate local events. All trolleys are equipped with cameras that can be monitored by the dispatch center. A map of the trolley routes will be provided by the City.
55852.00003\42823523.1
Exhibit “A”-3 PROFESSIONAL SERVICES AGREEMENT
2.0.2 Special Trolley Services: CITY provides special trolley services including charter service for private and community events throughout the year established through a City Council resolution. CITY of Laguna Beach’s trolley services are funded with a combination of state and local funds. The Off-Season Weekend Coastal and Summer Breeze routes are funded with a combination of state and local funds. The Off-Season Weekend Coastal and Summer Breeze routes are funded with grant funding from the Orange County Transportation Authority’s Measure M2 Project V local circulators program. CITY is not currently a direct recipient of federal funds for transit services.
2.0.3 On-Demand Services: CITY provides an on-demand micro-transit service called Laguna Local. The free service utilizes smaller, hybrid-electric minivans. Residents request a ride when they want it using a mobile app or via phone, select their preferred pick up and drop off location from more than 100 stops in North Laguna, South Laguna, Top of the World, Bluebird Canyon, Arch Beach Heights, Laguna Canyon Road, and downtown. This service is operated with eight (8) minivans with ten (10) passenger capacity in each in operation during service hours and two spare vehicles onsite. Each minivan will be equipped with a radio system that communicates with the dispatch center and a camera in each vehicle that can be monitored by the dispatch center at all times. The CONSULTANT will provide replacement vehicles as deemed necessary by CITY. All new vehicles shall be Toyota Sienna minivans unless otherwise approved by CITY. CONSULTANT may negotiate with existing vendors to purchase the existing vehicles.
2.0.4 Future Service: During the term of the Agreement, CITY may decide to operate additional trolley service within CITY or alter existing routes and schedules due to ridership demands. CITY reserves the right to reduce or increase service should this be in CITY’s best interest. CITY will give the CONSULTANT at least 30 days’ notice should a service reduction or increase be necessary that impacts more than 25 percent of revenue vehicle hours. Should this happen, CITY will negotiate with the CONSULTANT to reduce or operate additional service at or around a pro-rated cost, but may decide to procure the services under another agreement if it is in CITY’s best interest.
2.0.5 Performance Bond: As partial security against the selected Proposer’s failure to satisfactorily fulfill all of its obligations under this Agreement, a performance bond in the amount of ten (10) percent of the first five contract years (Initial Term) will be required. The performance bond shall be executed by a corporate surety authorized to conduct business as a security in the state of California.
2.5 City Responsibilities
55852.00003\42823523.1
Exhibit “A”-4 PROFESSIONAL SERVICES AGREEMENT
2.5.1 CITY shall perform the following duties and accept the responsibilities outlined below related to the proposed Trolley service. To the extent reasonable and feasible, CONSULTANT shall assist CITY in this regard.
2.5.2 CITY’s Project Manager or designee will work closely with and provide direction to the CONSULTANT. The Project Manager or designee will provide all required information and act as liaison between CITY and CONSULTANT.
2.5.3 CITY will administer and monitor the CONSULTANT including performance monitoring and penalty assessments, audits, and overall service effectiveness. CITY staff will review monthly invoices, verify monthly reports, and process payments to CONSULTANT per Agreement, including holding regular monthly meetings with the CONSULTANT.
2.5.4 Under supervision of the Transit and Community Services Department, CITY will provide a Transit Supervisor, who will monitor, administrator, and oversee functions, responsibilities, and performance of the trolley and on-demand service system. This includes establishing overall service operations parameters for CONSULTANT and working with the CONSULTANT to develop written responses to customer complaints and inquiries.
2.5.5 Maintenance: CITY will assume all fleet maintenance responsibilities, including preventative maintenance, warranty, and fleet repair, cleaning, provision of all parts, and administration of respective contracts and vendors necessary for all maintenance functions for the entire CITY of City-provided vehicles, including the revenue-service trolleys and two non-revenue sedans. Maintenance personnel and all related maintenance functions shall be CITY’s responsibility. It is expected that CONSULTANT’S personnel shall work cooperatively with CITY personnel to ensure the efficient providing of transportation services and report and mechanical issues promptly and per the procedures outlined in this document. CITY is not responsible for CONSULTANT’S on-demand vehicles.
2.5.6 Fueling: CITY operates a revenue-service trolley fleet using Liquefied Propane Gas (LPG). The vehicles assigned to the operation under this contract will be supplied with fuel and fueled by CITY staff for both trolleys and on-demand vehicles. CITY may purchase electric vehicles and will be responsible for maintaining the charge on the alternative fuel vehicles. From time to time, due to operational needs, CONSULTANT’s personnel may be required to fuel vehicles. Contract drivers and supervisors will be trained in the operation of the fueling system. Should CITY decide to integrate other fuel types, CITY will provide necessary resources for energy and fuels to accommodate these future applications.
2.5.7 Marketing: CITY will be responsible for overall branding and marketing of the service, including preparing, printing, placing, scheduling, and paying for all advertising and promotional materials designed to inform the public about the trolley and on-demand service and promote ridership, including production of maps and timetables.
CONSULTANT will be responsible for stocking timetables, maps, and riders’ alerts on vehicles and at stops as necessary.
2.5.8 CITY reserves the exclusive right to place advertising material on the interior and/or exterior of the CITY-provided revenue-service trolleys and non-revenue sedans as well as the CONSULTANT-provided on-demand vehicles. CONSULTANT shall not install any 55852.00003\42823523.1
Exhibit “A”-5 PROFESSIONAL SERVICES AGREEMENT
advertising material on the interior or exterior of the CITY-provided revenue-service trolleys and non-revenue sedans or the CONSULTANT-provided on-demand vehicles except as directed by CITY.
2.5.9 Bus Stops: CITY utilizes OCTA bus stops, which OCTA maintains. CITY provides signage for the stops. CITY will designate stops and install signage as needed in locations that are not owned and operated by OCTA. The CONSULTANT will not be responsible for cleaning, maintaining, or repairing the street furnishings.
2.5.10 Operations and Maintenance Facility: CITY will provide a facility for the operations and maintenance of trolley services. This facility is located at CITY’s Corporate Yard, 1900 Laguna Canyon Road, Laguna Beach, CA 92651. All operations will be housed in this facility. The facility and equipment provided by CITY may only be used to facilitate operation of trolley service and cannot be used to support any other clients. All vehicles shall be dispatched and maintained at the Corporate Yard facility.
2.5.11 Vehicle Parking: CITY will provide space at its Corporate Yard for the storage of CITYprovided revenue-service trolleys and non-revenue sedans as well as the CONSULTANTprovided on-demand vehicles, as well as personal vehicles of contract employees during assigned work hours.
2.5.12 Office Space & Equipment: CITY will provide office space to the selected CONSULTANT’s assigned personnel, consisting of, at a minimum, two work stations for dispatchers or administrative staff, including computer, phone, radio, and access to shared printer/scanner/copier, as well as necessary hardware, software, desks, tables, chairs, information boards, and other equipment as may be required. Costs associated with the provision of office space will be borne by CITY, and all equipment supplied shall remain property of CITY. CITY will provide and manage resources to effectively and competently operate and maintain its own technology assets. CONSULTANT is responsible for the installation and maintenance of any equipment to support CONSULTANT’s administrative requirements that are above and beyond resources provided by CITY.
2.5.13 CITY shall provide facility maintenance services required to ensure the safe and efficient operation of the property. Facility maintenance services provided by CITY staff shall include inspections and preventative maintenance of all equipment supplied by CITY.
CONSULTANT shall be responsible for all costs associated with any repair resulting from negligence on the part of CONSULTANT. In the case of a repair resulting from the negligence of CONSULTANT, CITY shall perform the repairs and deduct the cost of the repair from the most current unpaid invoice received from CONSULTANT. CONSULTANT shall be responsible for simple facility tasks such as moving furniture and equipment, light painting, and wall hangings.
2.5.14 CITY shall provide reasonable janitorial services for the above-referenced operations and maintenance facility, including all offices, administrative areas, bathrooms, and public areas. CONSULTANT shall ensure that all employees use care and consideration for the property to ensure a safe, professional, hygienic, and attractive working environment that complies with all federal, state and local regulations.
2.5.15 CITY will provide communications infrastructure to CONSULTANT for operation of trolley services, including dedicated phone lines for internal and external customer calls, as well 55852.00003\42823523.1
Exhibit “A”-6 PROFESSIONAL SERVICES AGREEMENT
as high-speed internet access. CITY shall supply uninterruptible power supply to allow for continued operations during a power outage. CONSULTANT will be provided with desktop access to TripShot CAD/AVL/APC system as well as two-way radio system for communications with drivers and field staff.
2.5.16 All internal electronic equipment in the revenue-service trolleys will be provided by CITY, including two-way radios located on the trolley fleet and the TripShot system, which also includes digital passenger counters and automated stop annunciation, among other features. Training associated with the operation of the internal electronic equipment for selected CONSULTANT’s supervisory and driving personnel will be provided by CITY and the selected CONSULTANT’s personnel shall be expected to operate these systems.
2.5.17 CITY will ensure availability of the two-way communication system. Equipment, training, and access to the two-way radio communication system will be made available to the selected CONSULTANT, whose staff shall be capable of utilizing these methods of communication.
2.5.18 TripShot CAD/AVL/APC System: CITY-provided revenue-service trolley fleet is equipped with Global Positioning System (GPS), Automatic Vehicle Location (AVL), Digital Passenger Counter (DPC) and Automated Passenger Counter (APC) systems provided by TripShot. CITY shall train the selected CONSULTANT’s staff to use the systems to monitor driving personnel and to access the reporting functions to assist with the provision of trolley services.
2.5.19 Scheduling & Fares: CITY shall be responsible for all planning activities relative to routes, days and hours of operation, public schedules, and bus stop locations, in coordination with CONSULTANT.
2.5.20 CITY reserves the right to implement fares for any Laguna Beach Trolley or On-Demand service and will provide CONSULTANT with a 30-day notice prior to fee implementation.
2.5.21 CITY will provide the following information to the CONSULTANT at the beginning of the contract and when CITY deems necessary. CONSULTANT is responsible for making all copies of this information for their operations.
55852.00003\42823523.1
Exhibit “A”-6 PROFESSIONAL SERVICES AGREEMENT
55852.00003\42823523.1
Exhibit “A”-7 PROFESSIONAL SERVICES AGREEMENT
Table 1 – Schedule Materials
Document Description Format Interval
Schedule Public Schedule Excel Service Change
Route Map Map of Route Alignment PDF With Alignment
Change
Route-Of-Line
Sheet
Turn-by-turn route
alignment
Excel With Alignment
Change
Stop List Listing of all stops on a
route
Excel As Updated
Destination
Sign Codes
Listing of Codes to Be
Programmed into
Destination Signs
Excel As Updated
2.6 Consultant Responsibilities
2.6.1 CONSULTANT shall perform the duties and accept the responsibilities set forth below in connection with its provision of trolley services. The omission of a duty or responsibility herein below shall not relieve CONSULTANT of its obligation to perform such duty or accept such responsibility, so long as it is usual, customary, and generally accepted within the public transportation industry as being an integral element of operating a Transit System.
2.6.2 The CONSULTANT shall provide all management, supervision, trainers, drivers, and dispatchers, and such other personnel necessary to responsibly operate the trolley services outlined herein.
2.6.3 The CONSULTANT shall employ rigorous security practices to ensure a safe computing environment that protects CITY’s network and IT assets. The CONSULTANT shall not, without CITY approval, remove customer data on portable devices such as laptop computers, zip disks, portable hard drives, or USB thumb drives. The CONSULTANT shall make it a priority to protect the confidentiality of sensitive customer data.
2.6.4 CONSULTANT shall provide the necessary management, technical, and operating services for the operation of the trolley services as specified by CITY. CONSULTANT shall assist and cooperate with CITY in meeting the objectives of providing quality transportation services. CONSULTANT shall coordinate and cooperate with CITY on matters related to operations, monitoring, reporting, and service performance measurements. Equipment and services required in the operation and management of the service shall be furnished by CONSULTANT unless specifically identified.
2.6.5 CONSULTANT shall be responsible for any damage to City-provided equipment caused by the CONSULTANT. In the case of a repair resulting from CONSULTANT negligence, CITY shall perform the repairs and deduct the cost of the repair from the most current and unpaid invoice received from CONSULTANT. CONSULTANT is responsible for operating equipment in a safe and proper manner. Documentation in the form of a repair order shall be documented for all maintenance and repairs performed.
2.6.6 Law enforcement services are provided by the Laguna Beach Police Department. The 55852.00003\42823523.1
Exhibit “A”-8 PROFESSIONAL SERVICES AGREEMENT
CONSULTANT is responsible for timely and efficient communication with local law enforcement agencies regarding crimes committed in the scope of providing services in the Agreement. CONSULTANT is responsible for the first line of response for any nonsafety and policy violations committed onboard CITY-provided revenue-service trolleys and non-revenue sedans as well as the CONSULTANT-provided on-demand vehicles.
2.6.7 CONSULTANT shall be required to follow all applicable regulatory requirements, such as storm water runoff and hazardous material regulations and requirements at all times herein. Training will be provided by CITY on these requirements, as needed.
2.6.8 CONSULTANT shall at all times comply with applicable state and federal employment laws, including Section 1735 of the California Labor Code and Title VI of the Civil Rights Act of 1964, as amended.
2.6.9 The CONSULTANT is responsible for obtaining all permits and licenses necessary to provide the services outlined in the Agreement. In addition, the CONSULTANT is responsible for obtaining a City of Laguna Beach Business License.
2.6.10 CONSULTANT will operate trolley services and on-demand services as specified by CITY and in strict accordance with the operating schedules and routes set forth in this Agreement and shall provide such services in a safe, professional and courteous manner.
2.6.11 CITY will not be responsible for payment of any traffic ticket fines incurred by any of CONSULTANT’s employees.
2.6.12 CONSULTANT shall assign/employ an adequate number of operations personnel necessary to perform the route operations required under this contract. The employees assigned to this contract must meet the following standards outlined below. Failure to comply with these standards may result in assessment of penalties as described in this Agreement.
2.6.13.1 All Drivers must have a current, valid Class B license with Passenger Endorsement and Medical Card or a current Transit Training (VTT) or School Pupil Activity Bus Certificate (SPAB) and a Medical Card.
2.6.13.2 CONSULTANT shall produce ID Cards for each of their employees, which contain the following information
Employee Name
Employee Photo
Employee Position
Consultant Name
All CONSULTANT employees must wear the badge at all times while providing services under this agreement.
2.6.14 Drug & Alcohol Testing: The CONSULTANT agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of California, or CITY, to inspect 55852.00003\42823523.1
Exhibit “A”-9 PROFESSIONAL SERVICES AGREEMENT
the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process. The CONSULTANT agrees further to certify annually its compliance with Part 655 before (March 15) and to submit the Management Information System (MIS) reports before (March 15). The regulations included requirements for pre-employment, post-accident, reasonable suspicion, DOT recertification or biennial physical examination, return-to-duty, and random testing of employees in safety sensitive positions.
2.6.15 CITY is to receive a copy of the submissions. To certify compliance, the CONSULTANT shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. CONSULTANT will be subject to annual CHP, and possibly FTA, compliance audit of the Drug and Alcohol program.
2.6.16 Background Check: CONSULTANT shall use appropriate employee screening and selection criteria to assure the employment of the best-qualified, available applicants, emphasizing competence, courtesy, reliability, and good customer service skills. These criteria shall include, but not be limited to, checking an applicant's driver's license records through the California Department of Motor Vehicles, pre-employment physical examinations, and drug/alcohol screening tests.
2.6.17 CONSULTANT shall make all reasonable efforts to ensure that employees having contact with the public in the course of their duties are of good moral character. Any such employee who is convicted of a felony or of a crime involving moral turpitude during the time of his/her employment shall not be permitted to continue to hold a position of employment. CONSULTANT shall conduct a “Live Scan” DOJ & FBI check to determine criminal background of employees. The CONSULTANT must complete the background checks every two years and provide CITY with copies of all records.
2.6.18 Drivers must be in good standing with the DMV with no suspensions within the last five (5) years and having no more than three (3) moving violations within the last three (3) years. Any person whose Motor Vehicle Record contains any two-point violation, or has an outstanding failure to appear or failure to pay a violation, will not be eligible to work on this project. Point counts must be included in employee files. CONSULTANT shall supply the following records to CITY for each employee before being put into service:
2.6.18.1 California Department of Motor Vehicles H6 report (10-year driving history), dated within the past 30 days
2.6.18.2 California Department of Motor Vehicles Pull Notice, dated within the past 30 days
2.6.18.3 Pre-Employment Drug test (If an existing employee of CONSULTANT, also include copy of Pre-Employment test from original hire date by CONSULTANT)
2.6.18.4 Medical Card & Driver’s License
2.6.18.5 Proof of enrollment in FTA Drug and Alcohol Program
2.6.18.6 Name & Phone number of Drug Consortium used by CONSULTANT 55852.00003\42823523.1
Exhibit “A”-10 PROFESSIONAL SERVICES AGREEMENT
2.6.18.7 Drug Policy Receipt
2.6.18.8 Hire Date with CONSULTANT
2.6.18.9 Two-year drug test history prior to working for CONSULTANT
2.7 Driver Responsibilities
2.7.1 In addition to the safe operation of the vehicle, Drivers must also perform the following general duties:
2.7.1.1 Operate wheelchair lift and secure wheelchair passengers
2.7.1.2 Change Destination Sign information as needed
2.7.1.3 Clearly call out all bus stops upon approach when automated system is not working
2.7.1.4 Completely fill out daily log sheets
2.7.1.5 Utilize digital passenger counter system to track boardings on CITY-provided tablet
2.7.1.6 Record of Driver Duty Status, including reporting of hours of service
2.7.1.7 When requested, provide passenger assistance during boarding or alighting
2.7.1.8 Serve as City ambassador and provide directions and local information as requested.
2.8.0 Each Driver shall have at all times during operation of any bus, an accurate time piece with active second hand (or digital equivalent), set each day to conform to the Coordinated Universal Time, Pacific Standard.
2.8.1 Drivers will, when requested by CITY, hand out notices to passengers or otherwise render assistance in customer relations, promotion, marketing, and monitoring.
2.8.2 Drivers will record ridership counts by passenger, passenger type and boarding location in accordance with procedures approved by CITY.
2.8.3 Pre-Trip Inspection: Drivers must conduct a Pre-Trip Inspection and complete the PreTrip Inspection sheet prior to taking a vehicle into revenue service. The inspection must meet all federal and state requirements for commercial vehicles inspections, and any other requirements specified by CITY. Even if there are no defects, the driver must sign and date the Daily Vehicle Inspection card prior to leaving the yard. A copy of the signed card shall remain with the vehicle for the duration of the day and shall be replaced on a daily basis. Vehicles with Daily Vehicle Inspection cards showing defects must be inspected and appropriate action taken on items noted on the card. After repairs are performed, the mechanic must sign the Daily Vehicle Inspection card, and the information must be transferred to the Shop Work Order or similar document. Daily Vehicle Inspection cards showing defects must be dated at the upper right front corner and filed in chronological 55852.00003\42823523.1
Exhibit “A”-11 PROFESSIONAL SERVICES AGREEMENT
order for inspection and verification purposes. Once this is completed, the Daily Vehicle Inspection card becomes a permanent record in the vehicle file for that vehicle and must be available for review/inspection at all times.
2.8.4 Driver Policies and Procedures: CONSULTANT shall ensure that drivers perform their duties in compliance with policies and procedures established by CITY. Such policies and procedures may be modified from time to time through bulletins, special notices, and verbal directives from CITY personnel. CONSULTANT should ensure that CONSULTANT's policies and procedures do not conflict with instructions provided to drivers by CITY.
2.8.5 Engine Idling: CITY vehicles shall not idle for more than five minutes maximum to comply with State regulations. Unnecessary idling causes excess fuel consumption, shortened engine life, and contributes to air pollution. Engines may be operated to supply heat or air conditioning necessary for passenger comfort and safety, in which case idling up to a maximum of 30 minutes is allowed. CONSULTANT is responsible for all fines for violating State or County engine idling regulations. There are locations along certain routes where staging and idling are not permitted. CITY will inform CONSULTANT of these zones.
2.9 Dispatcher/Field Supervisor Responsibilities:
2.9.1 CONSULTANT shall provide at least one dispatcher during all service hours, and two dispatchers when needed based on service levels. Dispatchers serve in a supervisory role and may also respond to an incident in the field as needed when a second dispatcher is present in the office. During the summer festival season (late June through Labor Day), at least one Supervisor must be in the field during all operating hours, in addition to dispatching staff. Contract employees acting as dispatchers and field supervisors assist drivers with special events, accidents, route deviations, and emergencies.
2.9.2 Pull-Out Inspection: A Dispatcher or Field Supervisor must be present whenever a scheduled vehicle pullout is made. The Dispatcher or Field Supervisor will assist the driver backing up or pulling forward in and out of the parking stalls. The on-duty Supervisor must complete and sign the daily Pullout Report.
2.9.3 Accidents: All traffic accidents and collisions involving transit vehicles, irrespective of injury or damage, shall be immediately reported by CONSULTANT to CITY’s Project Manager and CITY’s Transit Supervisor, as well as the Laguna Beach Police Department.
This includes passenger accidents, including falls to passengers who are entering, occupying or exiting the vehicle and medical emergencies. CITY’s Project Manager and CITY’s Transit Supervisor shall be provided with a report in writing by CONSULTANT detailing all accidents and incidents within 24 hours. CONSULTANT shall respond in person to any emergency or accident involving extensive property damage, passenger injuries or as requested by CITY during or after the operational hours of the system.
2.9.4 The CONSULTANT shall have an accident investigation program that identifies the roles and responsibilities of the individuals responsible for investigating accidents, including notification, response, investigation, and drug/alcohol screening, as appropriate. The accident investigation program must be designed to identify the root cause of accidents and provide a path to eliminate the root cause and prevent similar types of accidents in the future. All drivers and operating personnel must be trained in proper procedures for notifying CONSULTANT and/or CITY in the event of an emergency. 55852.00003\42823523.1
Exhibit “A”-12 PROFESSIONAL SERVICES AGREEMENT
2.9.5 CONSULTANT will request that the Laguna Beach Police Department respond to investigate the accident. CONSULTANT will supply CITY with copies of all accident and incident reports and photos within twenty-four (24) hours of the occurrence. As part of any Traffic Accident Report, the CONSULTANT must also complete a CITY Accident Form for inclusion in the permanent vehicle file.
2.9.6 If CITY personnel are utilized for emergency response requests due to CONSULTANT’s failure to respond to emergency requests within 4 hours, CONSULTANT will be charged the actual cost of CITY personnel at a professional rate of two and one-half times actual labor rate plus overhead.
2.9.7 CONSULTANT is also responsible for preparing data for the monthly NTD Safety and Security reports that include all reportable incidents. The data shall be provided to CITY by 10th of the month.
2.9.8 Incidents: CONSULTANT is responsible for responding to passenger incidents. All incidents must be logged, and a corresponding report must be filed with CITY within 24 hours. Incidents that should be reported include, but are not limited to:
2.9.8.1 Inappropriate behavior on-board the vehicle
2.9.8.2 Disturbances, ejectment, fainting, sickness, deaths or assaults
2.9.8.3 Vandalism to the vehicle while in service
2.9.8.4 Accidents or incidents the driver witnesses
2.9.8.5 Passenger complaints of injury or property or other circumstances likely to result in the filing of claims against the CONSULTANT or CITY
2.9.8.6 Any passenger, driver, and service complaint that arises from an accident
2.9.9 On-Time Performance Checks: CONSULTANT shall conduct checks, on a random basis, and compile on-time performance data monthly. At least 10 checks per route must be completed monthly and data forwarded to CITY using in-person verification or the TripShot CAD/AVL/APC system.
2.9.10 Trolley Tracker Checks: CONSULTANT will be monitoring the Laguna Beach Trolley mobile app to ensure that it is operating according to timetables and headways as operated. CONSULTANT will report issues with the app to CITY’s Transit Supervisor immediately.
2.9.11 Operator Performance Reviews: CONSULTANT shall conduct performance reviews of each Operator on an annual basis by September 30 of each year and share reports with CITY.
2.9.12 CONSULTANT will deviate from established routes when necessary to avoid construction, detours, and vehicles or other obstructions within the public right of way. CITY is responsible for routing of any detours and will produce and post temporary out-of-service signs at stops and onboard as necessary. CONSULTANT shall notify CITY of such 55852.00003\42823523.1
Exhibit “A”-13 PROFESSIONAL SERVICES AGREEMENT
obstruction caused deviation(s) as soon as is practicable upon learning that the deviations are or may become necessary.
2.9.13 Dispatchers Responsibilities: CONSULTANT shall provide qualified and trained staff to schedule and assign drivers and vehicles in accordance with the service schedules and routes for each day; assist drivers while they are in service to carry out the assigned routes on-time, providing assistance as needed; monitor the performance of scheduled routes, reassigning routes and/or adjusting the number of vehicles in service as needed to ensure on-time performance in the most efficient manner; and ensure that unanticipated service demands, vehicle accidents, other events and general service delivery are handled and performed in accordance with CITY policies and procedures. Dispatchers will also act as a first line of communication with customers on behalf of CITY, and will provide assistance and directions as necessary. The CONSULTANT shall ensure that dispatch staff remain on-duty from 30 minutes prior to the time the first vehicle leaves the yard until the last vehicle returns to the yard.
2.9.14 Dispatch staff duties include but are not limited to:
2.9.14.1 Providing continuous monitoring of assigned radio frequencies during all hours that revenue vehicles are in service
2.9.14.2 Answering and responding to telephone calls from drivers and customers
2.9.14.3 Utilizing the TripShot CAD/AVL/APC system to assist with dispatching and supervisory responsibilities.
2.9.14.4 Initiating emergency protocol as required
2.9.14.5 Ensuring that all voice radio communications pertain to fixed route services and FCC rules and regulations are enforced
2.9.14.6 Collection and verification of hours-of-service reports submitted by drivers
2.9.14.7 Preparing daily supervisor’s report summarizing daily operations
2.9.15 Operating Behind Schedule: In the event that a route operates more than 10 minutes behind schedule, CONSULTANT shall take all available steps to restore on-time performance. CONSULTANT shall establish procedures, subject to CITY review and approval, to restore on-time performance. For headway-based service, CONSULTANT will work to maintain headway and take measures to avoid vehicle bunching. Should headway service be misaligned, CONSULTANT will take steps to restore scheduled headways.
2.9.16 ADA Backup Service: If any mobility impaired passenger is not able to board due to broken equipment or for any other reason, the driver must inform the passenger of the reason why they cannot be accommodated and when and how alternative transportation will be provided. The driver must immediately report the problem to dispatch by radio or by the most immediate means available, so that the problem can be immediately resolved within 30 minutes.
2.9.17 Road Calls: In the event of a vehicle failure while in service, CONSULTANT shall arrange 55852.00003\42823523.1
Exhibit “A”-14 PROFESSIONAL SERVICES AGREEMENT
to replace the failed vehicle to ensure the continuation of service using available revenue service fleet, and inform CITY’s Transit Supervisor on duty. CONSULTANT shall develop a plan that results in minimal service disruption and on-time performance. The failed vehicle will be removed from the breakdown area by CITY fleet maintenance staff or contract towing company if needed.
2.10 Contract Employee Uniforms
2.10.1 Drivers and Dispatchers shall be in uniform at all times while in service or otherwise on duty. CONSULTANT shall provide Operator and Dispatcher uniforms to its employees.
CONSULTANT shall ensure each Operator or Dispatcher wears the following uniform items:
2.10.1.1 Dark Blue, Black or Beige Pants (no baggy pants)
2.10.1.2 Dark Blue, Black or Beige Shorts of appropriate length
2.10.1.3 City of Laguna Beach Short-Sleeve Hawaiian Shirt (Drivers) or Polo Shirt (Dispatchers) is to be worn by all transit operator drivers (Trolley and On-Demand) while CONSULTANT’s dispatch and office staff shall wear polo shirts. In addition, jackets and hats may be worn by all transit operator drivers and OPERATOR’s dispatch and office staff that clearly display the CONSULTANT’s logo as the primary logo on the front and embroidered with “Laguna Beach Transit” or “City of Laguna Beach” on the side of a hat or the right sleeve of polo/shirt/jacket.
CONSULTANT’s staff shall not wear official City of Laguna Beach items as they are not employees of CITY nor represent themselves as such. The CONSULTANT may procure such required clothing items from CITY’s current vendor or approved equivalent.
2.10.1.4 All transit operators (Trolley and On- Demand) shall wear closed toe and heel, non-skid shoes at all times while in service or otherwise on-duty.
2.10.2 CONSULTANT shall be responsible to ensure that Operators and Dispatchers wear uniforms, and that Operators maintain a neat, clean, and well-groomed appearance while on duty, including that uniforms are pressed and in good repair, not faded or torn.
2.11 Employee Training
2.11.1 The CONSULTANT shall provide operator training and retraining that shall meet generally accepted transit industry standards and in compliance with 13 CCR and all other applicable state regulations as it relates to transit bus vehicle laws and regulations. An outline of the training program, including periodic updates, shall be on file in the office of CITY‘s Project Manager. All Operators, dispatchers, and supervisors shall participate in the program.
2.11.2 Driver training shall include the following minimum components:
2.11.2.1 Vehicle Operation: Includes behind-the-wheel training on vehicle orientation, safe bus operation, route and schedules orientation, and on-time performance.
2.11.2.2 Safe Vehicle Maneuvering
55852.00003\42823523.1
Exhibit “A”-15 PROFESSIONAL SERVICES AGREEMENT
2.11.2.3 Defensive Driving: Training program must include the National Safety Council’s defensive driving instruction.
2.11.2.4 Federal Drug & Alcohol Regulations: All necessary employees shall be trained about the requirements contained in the DOT Drug & Alcohol regulations
2.11.2.5 General Vehicle Handling and Safety
2.11.2.6 Passenger Assistance Techniques
2.11.2.7 Passenger Relations
2.11.2.8 ADA Requirements & Sensitivity Training: All drivers must be trained to comply with Title II of the Americans with Disabilities Act (ADA) of 1990, and any additional ADA or Federal Transit administration (FTA) training or testing that may be required by law.
2.11.2.9 Blood borne pathogen training
2.11.2.10 Sexual harassment training
2.11.2.11 Other training as specified by CITY, including customer service, de-escalation techniques, and route/event specific training.
2.11.3. Vehicle Training: All CONSULTANT employees who are licensed to operate CITYprovided revenue-service trolleys and non-revenue sedans as well as the CONSULTANTprovided on-demand vehicles must be trained to operate each type of vehicle in the fleet.
CONSULTANT must provide a Vehicle Operations Manual to each one of these employees for each type of vehicle in the fleet. Operators must also be trained on the ADA ramp/lift device and mobility device securement system for each vehicle type.
2.11.4 Route Training: Each CONSULTANT employee (drivers and dispatchers/supervisors) will be trained on each Route operated by the CONSULTANT for CITY. This training must include driving each Route completely in CITY-provided revenue-service trolleys and nonrevenue sedans as well as the CONSULTANT-provided on-demand vehicles, as applicable, with a Supervisor or Trainer.
2.11.5 Documentation of Training: CONSULTANT shall maintain a list of drivers who have completed the required training program for operation of bus services described in this RFP. This list shall be updated in real time and provided to CITY as additional active drivers are trained or removed from service. The list of drivers shall include, at a minimum, the following:
2.11.5.1 Name and badge number
2.11.5.2 Hire date
2.11.5.3 Date of certification
2.11.5.4 Hours of initial training
55852.00003\42823523.1
Exhibit “A”-16 PROFESSIONAL SERVICES AGREEMENT
2.11.5.5 CDL license number and expiration
2.11.5.6 Medical certificate
2.11.6 The CONSULTANT must maintain a record of all training completed by each driver and must provide a copy of these records to CITY or other compliance agency (i.e. DMV or California Highway Patrol (CHP)). In the event Federal, State or local laws change affecting driver certification or level of training required,
2.11.7 CONSULTANT shall be responsible for adopting any and all changes to their driver training program.
CONSULTANT shall work with CITY to prepare an Operations Procedure Handbook covering the duties performed by Operators, Dispatchers, and Supervisors to be approved by CITY. This Handbook shall include, at a minimum, the following subject areas:
2.11.7.1 Fundamentals of Customer Service
2.11.7.2 Operator Rules
2.11.7.3 Accident/Incident Policies
2.11.7.4 Radio Policies and Procedures
2.11.7.5 Fog and Inclement Weather Policy
2.11.7.6 Vehicle Inspection Procedures
2.11.7.7 Dispatch Policies and Procedures
2.11.7.8 Telephone Procedures
2.11.8 Video Surveillance: CITY Trolley vehicles and on-demand vehicles are equipped with video surveillance systems. However, CONSULTANT shall install and manage a video surveillance system acceptable to CITY, and related software and upgrades shall be provided by and installed by the selected CONSULTANT at the selected CONSULTANT’s cost into CITY vehicles. All system capital and ongoing operating costs must be assumed by the CONSULTANT.
2.11.9 Progressive Discipline: CONSULTANT’s personnel policies should include a mechanism for administering required progressive corrective action and discipline to address any occurrence where staff performance does not conform with established CITY and/or CONSULTANT service standards. CITY retains the right to review and comment on the CONSULTANT’S personnel policies and the list of personnel assigned to CITY contract.
2.11.10 Removal of Contract Employees: CITY may require that any contract employee be removed from service under CITY contract for excessive complaints, rudeness, preventable accidents, or other inappropriate behavior or appearance. CITY has a zerotolerance policy with regard to misconduct or inappropriate behavior. If an allegation of this nature is received, CONSULTANT shall remove the employee from the project 55852.00003\42823523.1
Exhibit “A”-17 PROFESSIONAL SERVICES AGREEMENT
immediately pending investigation and resolution of the allegation to CITY’s satisfaction.
During this period, CITY shall evaluate whether the employee is suitable for the project.
2.11.11 CITY shall notify the CONSULTANT, in writing, of any employee determined to be unsuitable. Within 24 hours of receipt of such notice, CONSULTANT shall, at its sole discretion, permanently remove the employee from the project or present to CITY a plan for correcting the employee’s performance deficiencies. If CITY rejects the plan or the employee's performance deficiencies are not corrected to CITY’s satisfaction, the CONSULTANT shall be instructed to immediately remove the employee from the project.
2.11.12 Employee Turnover: CITY recognizes the expense and negative effect of employee turnover. Therefore, the CONSULTANT must demonstrate they have an acceptable recruitment and hiring program that minimizes turnover and retains a high-quality work force. CONSULTANT must offer a reasonable wage and compensation package, coupled with a supportive work environment.
2.11.13 Restroom Facilities: CONSULTANT is responsible for determining restroom locations for drivers to use during layover and recovery time. CONSULTANT must provide a list of these locations to CITY for every layover/recovery location. Currently recovery and layover and breaks are taken at the Transit Depot location, and recovery layover at the Ritz Carlton in Dana Point.
2.11.14 Communication System: CONSULTANT shall operate CITY provided two-way radio system in compliance with all applicable federal statutes, regulations, and licensing conditions.
2.11.15 The radio communications equipment for the service shall be used solely for providing communications related to services under the Agreement. Radio transmissions shall be limited to the frequency assigned for such transmissions.
2.11.16 Use of Personal Electronic Devices: CONSULTANT shall not allow any contract employee to use any personal electronic or entertainment device while in service, including smart phones. CITY has a zero-tolerance policy for the use of a cell phone while operating a CITY-provided revenue-service trolleys and non-revenue sedans as well as the CONSULTANT-provided on-demand vehicles, with the exception of verified emergency situations. The CONSULTANT must also adopt a zero-tolerance policy and shall describe their procedure for training employees regarding this policy.
2.11.17 Training Vehicles: CITY will provide four trolleys to CONSULTANT for driver training prior to the beginning of the Agreement term. The vehicles will be provided within 30 days prior to the start of revenue service.
2.11.18 Other Requirements: All contract employees including drivers and dispatchers must be able to speak, understand, read, and write English.
2.11.19 Drivers and dispatchers are required to treat all customers with respect and courtesy, and always ensure safety is a top priority.
2.11.20 Drivers must sign acknowledgement forms showing proof of successful training to become familiar with respective routes.
55852.00003\42823523.1
Exhibit “A”-18 PROFESSIONAL SERVICES AGREEMENT
2.11.21 Purchasing or consuming illegal substances or alcoholic beverages while on duty or in uniform is not allowed. The policies for addressing such incidents should be included in the CONSULTANT’S Drug and Alcohol Policies. CONSULTANT’S Drug and Alcohol Policies must also comply with FTA Drug and Alcohol Regulations.
2.11.22 CITY of Laguna Beach Municipal Code Section 40.050 – Smoking is prohibited in CITY facilities and on CITY property. Smoking is prohibited in all enclosed areas, including buildings, and vehicles, owned, leased, or operated by CITY of Laguna Beach as well as on all outdoor property owned, leased or operated by CITY of Laguna Beach.
2.11.23 Employees may not have weapons in their possession or on CITY property or vehicles.
2.11.24 CITY has a zero-tolerance policy for inappropriate and unsafe behavior. The CONSULTANT’s personnel policies must clearly address how inappropriate and unsafe situations shall be handled. The CONSULTANT must also adopt a zero-tolerance policy and shall describe their procedure for training employees in this policy.
2.12 Administration Requirements:
2.12.1 CONSULTANT shall provide operations management at a level and capability sufficient to oversee its functions and employees. At all times, the Project Manager, Manager/Supervisor or other employee(s) designated and identified to CITY to act for the Project Manager, shall be available either by phone or in person to make decisions regarding day-to-day operations, including emergency situations, or to provide coordination as necessary, and shall be authorized to act on behalf of CONSULTANT regarding all matters pertaining to the Agreement.
2.12.2 Key Personnel: Key Personnel are defined as the Manager, Assistant Manager, Administrative Assistant, and Dispatchers. Designated Key Personnel shall not be replaced without prior written consent by CITY. In the event that a Key Personnel employee provides notice of termination, or is unable to perform the services as required under this Agreement, then CONSULTANT shall notify CITY in writing within two working days, and immediately seek a qualified replacement employee. Once a final candidate is identified, CONSULTANT shall provide qualifications information to CITY for review. CITY reserves the right to approve or deny any Key Personnel replacement recommended by CONSULTANT. CONSULTANT shall provide competent coverage for any Key Personnel vacancies at all times. One key employee shall be on-site during all hours of operation.
2.12.3 CONSULTANT shall designate and provide the services of an experienced Project Manager, subject to the approval of CITY, who shall provide overall management of daily operations under the terms of the Agreement. The Project Manager shall work cooperatively with CITY’s Project Manager and CITY’s Transit Supervisor on matters relating to service quality, providing operational and other data as described in the Agreement, responding to comments from CITY, passengers and the public, and responding to specific requests for other assistance as the need arises.
2.12.4 The CONSULTANT shall designate an Operations Manager or Supervisor that will direct trolley operations.
2.12.5 CONSULTANT shall schedule the hours for management so that at least one Key Personnel member is on-duty during all hours of revenue operation. 55852.00003\42823523.1
Exhibit “A”-19 PROFESSIONAL SERVICES AGREEMENT
2.12.6 CONSULTANT shall continually monitor operations, facilities and equipment, and shall, from time-to-time, and as warranted, advise CITY and make recommendations to it, upon observed deficiencies and needed improvements. CITY shall retain all authority, however, to make determinations to take action on such recommendations.
2.12.7 Safety Program: CONSULTANT shall assume full responsibility for assuring that the safety of passengers, operations personnel and all vehicles and equipment are maintained at the highest possible level throughout the term of the Agreement. CONSULTANT shall notify CITY of any equipment malfunction immediately so CITY can repair. CONSULTANT shall comply with all applicable California Highway Patrol and OSHA requirements and shall furnish CITY upon request with copies and CHP safety compliance reports, including pull notices.
2.12.8 CONSULTANT shall develop, implement and maintain, in full compliance with California Law, a formal safety and accident prevention program including periodic safety meetings, participation in safety organizations, safety incentives offered by CONSULTANT to Operators and other employees, and participation in risk management activities under the auspices of CONSULTANT’s insurance carrier or other organization. CONSULTANT shall provide a copy of said Safety Program and subsequent program updates to CITY or its representative.
2.12.9 CONSULTANT shall participate in the State of California Department of Motor Vehicles “Employer Pull Notice” program for monitoring of employee driver’s license activity and provide City with duplicate copies of all reports. Active employees of CONSULTANT shall also be placed in CITY’s Employer Pull Notice program.
2.12.10 CONSULTANT will require all Operators, dispatchers, and supervisors to participate in the safety program.
2.13 Ride Check
2.13.1 CONSULTANT must hire the services of a transportation-consulting firm at CONSULTANT’s cost to conduct an annual 100% Ride check. Every trip on each Route must be surveyed. The survey must include boarding, alighting, and arrival times at time points, as well as miles traveled. The Bus Operator cannot complete these surveys. The survey must be completed in July. The report must be completed within 30 days of the ride check and include the following information for each Line:
2.13.2 Actual Driving Distance between bus stops
2.13.3 Stop-by-stop boarding’s and alighting’s for all runs and trips
2.13.4 Running Time Analysis
2.13.5 Recommended Changes to Schedules
2.14 Data Collection / Reporting
In addition to any other reports required by law, the CONSULTANT is also responsible for providing the following reports at the interval as outlined. Reports will be provided 55852.00003\42823523.1
Exhibit “A”-20 PROFESSIONAL SERVICES AGREEMENT
to CITY in email format unless requested otherwise.
2.14.1 Daily
2.14.1.1 Daily Supervisor’s report with summary of daily operations and any issues encountered and shall include the following:
Vehicle Assignment List: Shows which vehicles are assigned to each route/run and reason deviations from normal assignment list.
Down Vehicle List: Shows which vehicles are not available for service, reason, and anticipated date for return to service.
Service Interruption Summary: Brief description of any service interruptions with reason and steps taken to fix.
Accident, incident and injury reports (as needed).
2.14.2 Monthly
2.14.2.1 Operational Data: CONSULTANT shall collect, record, and report all operational data required by CITY in a format approved by CITY, and separated by route. Such data shall include, but not be limited to, Full Time Equivalents, total passenger count, passenger count data by type, vehicle hours, vehicle miles, revenue vehicle hours, revenue vehicle miles, passengers per hour, mobility device boarding, boardings by fare type, passenger loads and on-time performance.
2.14.2.2 Monthly Invoice: CITY provided template, submitted no later than 10th day of the month following service.
2.14.2.3 NTD Passenger Mile Samples: Completed sample sheets using random samples provided by CITY.
2.14.2.4 All data required under NTD, State Controller and Orange County Transportation Authority program guidelines, especially having operational data categorized by Weekday, Saturday, and Sunday, separated by route.
2.14.2.5 On-Time Performance Checks
2.14.2.6 Monthly NTD safety and operations reports
2.14.2.7 Employee Roster - List of positions and current assigned employees. If a position is open, a description of steps being taken to fill the position.
2.14.3 Annually
2.14.3.1 NTD Report - Additional data as needed for CITY to complete the NTD report.
2.14.3.2 CHP BIT Inspection Report
2.14.3.3 CONSULTANT Reports for CITY Review:
55852.00003\42823523.1
Exhibit “A”-21 PROFESSIONAL SERVICES AGREEMENT
2.14.3.3.1 Dispatch Log- Detailed daily dispatch log of any service/staffing issues
2.14.3.3.2 Road Supervisor Logs- Daily summaries of work completed by each road supervisor.
2.15 Customer Service
2.15.1 Customer service is one of CITY’s core values, and all CITY employees and CONSULTANTs are expected to provide “concierge-style” customer service to residents and visitors. In support of this, CONSULTANT shall participate in on-going customer relations efforts and training as coordinated by CITY. The CONSULTANT shall be required to attend meetings as requested by CITY to address customers, advocacy groups, CITY Council and various representatives in forums where transportation issues are discussed.
2.15.2 CITY will investigate and resolve all customer correspondence as they are received. The CONSULTANT will coordinate with the Transit Supervisor to ensure that all customer comments and correspondence are submitted to the Transit Supervisor within 24 hours of receipt.
2.15.3 CONSULTANT shall conduct bi-annual passenger feedback surveys in coordination with CITY.
2.15.4 Lost & Found: The CONSULTANT is responsible for storing lost and found items in a secured location for 30 calendar days. The CONSULTANT will keep a log that has information about who found the item, where it was found, and the date and time it was found. After 30 calendar days, CITY will dispose of any unclaimed items. 55852.00003\42823523.1
Exhibit “A”-21 PROFESSIONAL SERVICES AGREEMENT
55852.00003\42823523.1
Exhibit “A”-22 PROFESSIONAL SERVICES AGREEMENT
2.16 Performance Standards
2.16.1 The CONSULTANT will strive at all times to provide service in a manner which will ensure responsive service to trolley customers, while at the same time maximizing service reliability and safety. In order to identify key areas of concern to CITY, various performance standards are described below for which penalties may be assessed when service falls below the standards, as detailed in Table 3 below.
2.16.2 Any breach of this Agreement by CONSULTANT could result in substantial damages and injury to the public and CITY in amounts which are difficult to ascertain with specificity at this time. Therefore, certain dollar amounts are established here for the identified standards. Penalties will be waived if due to a manufacturer defect existing in a vehicle or series of vehicles.
2.16.3 After initiation of service, CITY will periodically review the standards established for the route services to ensure that the standards remain appropriate and fair. In consultation with CONSULTANT, CITY may at its sole discretion adjust standards and penalties to ensure and encourage increased efficiency and improved performance of services. The Penalties described below may be instituted by CITY no sooner than 60 days after the initiation of the service.
Table 3 – Penalties and Liquidated Damages
Number Category Standard Penalty Comment
1. Missed or
Incomplete
Shift
OPERATOR shall staff all
requested drivers and
other positions as
identified in the
agreement.
$250 per missed or
incomplete trolley or
On-Demand shift.
Such damages will apply to
all unfilled shifts that result
in loss of service greater
than 30 minutes. It will also
be applied to any
route/shift that is up to 30
minutes late.
2. Reporting Submit all required reports
to CITY including
performance reports by
the 10th day of the new
calendar month.
Invoices and backup
materials shall be
$250 for each report
submission that is late or
contains incorrect or
missing information.
City to provide examples of
reports required.
Each monthly invoice that
is incorrect will be charged
$250.
55852.00003\42823523.1
Exhibit “A”-23 PROFESSIONAL SERVICES AGREEMENT
Table 3 – Penalties and Liquidated Damages
submitted and free of
errors.
3. Accident
Reports
Immediate verbal
notification to Transit
Supervisor; Initial written
report to CITY within 48
hours.
$500 per accident not
timely reported.
City to provide examples of
reports that will be
required.
4. Preventable
U.S.
Department of
Transportation
(DOT)
Recordable
Accidents
Zero preventable
accidents.
$5,000 per preventable
accident.
Definition of accident:
FMCSR 4.4. (390.5T)
Federal Motor Carrier
Safety Regulations define
a reportable “crash” and
“accident” as an
occurrence involving a
commercial motor vehicle
in interstate or intrastate
commerce in which:
• A vehicle was
towed from the
scene
• A fatality occurred;
or
• A person was
injured and
required immediate
medical treatment
away from the
crash scene.
5. Preventable
Damage
Preventable damage to
City property (vehicles).
Zero preventable damage.
$1,000 per preventable
damage
Any incident where an
OPERATOR employee
causes preventable
damage to CITY vehicles
not due to a mechanical
issue. A penalty will be
applied to any incidents
over three in a quarter.
6. Operating
Procedure
Violation
Adhere to operating
procedures established by
OPERATOR and CITY
$500 per occurrence
when operating policy
or procedure is
violated.
Compliance will be
monitored by CITY staff
and through investigation
of customer complaints.
55852.00003\42823523.1
Exhibit “A”-24 PROFESSIONAL SERVICES AGREEMENT
Table 3 – Penalties and Liquidated Damages
7. Failure to
Comply with
Disability Laws
No incidents of verified
non-compliance with
state/federal disability
$5,000 per occurrence
55852.00003\42823523.1
Exhibit “A”-24 PROFESSIONAL SERVICES AGREEMENT
2.17 Records
2.17.1 CONSULTANT shall keep accurate records concerning all of his/her employees or agents.
CONSULTANT shall provide this information in an organizational chart as changes in staffing occur.
2.17.2 CONSULTANT shall complete a monthly report indicating work performed and submit this completed report to the Transit and Community Services Department, Transit Supervisor.
This report should also contain a description, including staff hours, equipment, and materials breakdowns and costs used to accomplish any additional work which CONSULTANT deems to be beyond the scope of the contract and which has been previously approved by CITY. Payment for any extra work will not be authorized unless the additional work and costs thereof are first approved in writing by CITY.
2.17.3 The CONSULTANT shall permit CITY to inspect and audit its books and records regarding City-provided services during regular business hours.
2.17.4 CONSULTANT shall maintain program documentation and records for a period of no less than five years. Program documents and records, including but limited to payroll, trip sheets, invoices and other program-related expenses, shall be available for review by CITY staff, OCTA administrators, auditors, and authorized agents upon request.
CONSULTANT must follow established accounting requirements and applicable laws regarding the use of 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 contract terms will require remediation, which may include repayment, reduction in overall allocation, and/or Table 3 – Penalties and Liquidated Damages
laws
8. California
Highway Patrol
(CHP)
Inspection
Meet all CHP annual
terminal inspection
requirements;
OPERATOR shall be
responsible for the
preparation of personnel
files, driver records, and
logbook that may be
requested during the
inspection.
$25,000 for each
occurrence of a failed
inspection (unsatisfactory
rating)
Only DOT/CHP issues
related to OPERATOR
performance.
55852.00003\42823523.1
Exhibit “A”-25 PROFESSIONAL SERVICES AGREEMENT
other sanctions to be determined by CITY and OCTA Board of Directors. Audits shall be conducted by CITY staff, the OCTA Internal Audit Department, or other authorized agent, as determined by OCTA and CITY.
55852.00003\42823523.1
Exhibit “A”-25 PROFESSIONAL SERVICES AGREEMENT
Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT
Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "B"
SCHEDULE OF SERVICES
Trolley Services
The services below are expected to be provided under this contract:
Service Line Summer
Days/Hours
Non-Summer Hours Round trip
Mileage
Short Coastal Service
Originates at Beach Street and
travels to 7th Avenue/Mission
Hospital. This service operates
all year on approximately 20-
mintue headway during the
summer season and 30-minute
headway during the off-season.
MondaySunday
9:00 a.m. to
11:30 p.m.
Monday-Thursday
7:30 a.m. to 6:00 p.m.
Friday
7:30 a.m. to 10:00 p.m.
Saturday
9:00 a.m. to 10:00 p.m.
Sunday
9:00 a.m. to 7:00 p.m.
11.6 miles
Long Coastal Service
Originates at the Transit Depot
and travels south on Coast
Highway to the Ritz Carlton. This
service operates all year on an
approximately 40-minute
headway during the summer
season and 45-minute headway
during the off-season
MondaySunday
9:00 a.m. to
11:30 p.m.
Saturday
9:00 a.m. to 10:00 p.m.
Sunday
9:00 a.m. to 7:00 p.m.
13.8 miles
Canyon Service
Originates at the Transit Depot
and travels northbound on
Laguna Canyon Road to Laguna
College of Art Design (LCAD)
and then southerly to the
Sawdust Festival and Festival of
the Arts. This service operates
on a 20-minute headway during
the summer season only.
Monday-Sunday
8:30 a.m. to
11:30 p.m.
Saturday
9:00 a.m. to 7:00 p.m.
Sunday
9:00 a.m. to 7:00 p.m.
11.6 miles
Summer Breeze Service
Originates at the peripheral
parking lot in the City of Irvine
(Concordia University) and
travels to the Transit Depot. This
service operates on a 30-minute
headway schedule during the
Thursday
10:00 a.m.-8:00
p.m.
Friday-Sunday
10:00 a.m. to
11:30 p.m.
None 16 miles
Exhibit “B”-2 PROFESSIONAL SERVICES AGREEMENT
summer season only. Does not
operate during off-season.
Winter Express Trolley
Originates at the peripheral
parking lot in the City of Irvine
(Concordia University) and
travels to the Transit Depot. This
service operates on a 30-minute
headway schedule during the
summer season only. Does not
operate during off-season.
Friday-Sunday
10:00 a.m. to
8:00 p.m.
(five weekends
of Sawdust
Fantasy
Festival, end of
June through
Labor Day)
None 16 miles
Thurston Middle School
Originates from Thurston Middle
School down Park Avenue to the
Laguna Beach Bus Depot in
downtown
Monday-Friday
3:20 p.m.
School Year Hours
2 miles
Weekday Coastal Fixed Route
Service
Travels southbound on Coast
Highway to Ritz Carlton and
northbound on Coast Highway to
Cliff Drive. This service operates
during non-summer months only
(Labor Day – Third Week in
June) on a fixed operating
schedule with approximately
hourly headways.
Monday-Friday
7:30 a.m. to
6:00 p.m.
None 8.5 miles
On-Demand Services
Residents request a ride when they want using a mobile app or via phone, select their preferred pick up and drop off location from more than 100 stops in North Laguna, South Laguna, Top of the World, Bluebird Canyon, Arch Beach Heights, Laguna Canyon Road and downtown. The service will be provided by ten minivans with eight in operation at any time and two in reserve onsite.
Summer Laguna Local On-Demand Hours (As set by CITY annually) Monday – Sunday 9:00 a.m. to 11:30 a.m.
Non-Summer Laguna Local On-Demand Hours
Monday – Thursday 8:00 a.m. to 6:00 p.m.
Friday – 8:00 a.m. to 10:00 p.m.
Exhibit “B”-3 PROFESSIONAL SERVICES AGREEMENT
Saturday- 9:00 a.m. to 10:00 p.m.
Sunday - 9:00 a.m. to 7:00 p.m.
Operating Days/Hours
No service will be provided on the following holidays. CITY will provide a holiday schedule every November for the following year.
New Year’s Day (January 1)
Thanksgiving Day (Fourth Thursday in November)
Christmas Day (December 25)
Typically there are two public schedule changes per year, in late June and early September.
However, additional service adjustments are possible throughout the year. All assignments should include applicable meal and rest breaks in accordance with state and federal regulations.
Assignments should include 15 minutes of deadhead time at the beginning and end of each shift.
CITY anticipates that the CONSULTANT will offer improved efficiencies in service delivery and adjust the driver schedule assignments to maximize efficiency. CITY would like to see improved efficiencies in service delivery that will result in a reduction of total service hours and revenue service hours from driver schedule assignments. CITY anticipates that driver assignments will comply with Industrial Welfare Commission Order No. 9-2001 (Wage Order 9).
Within the vehicle service hours authorized by this Contract, CITY shall specify service parameters to be used by CONSULTANT as the basis for route scheduling and the development of driver shifts. CITY may revise and refine the service parameters based on actual service demand to maximize service efficiencies within the parameters specified by CITY policies.
Exhibit “B”-3 PROFESSIONAL SERVICES AGREEMENT
Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "C"
COMPENSATION
Trolley Services
Annual Cost
Projected
Revenue
Vehicle
Hours
Cost per
Revenue
Vehicle
Hour
Fixed
Costs Total Cost
Years 1-3 85,605 $44.07 $93,707 $7,146,113
Year 4 27,531 $46.27 $107,264 $2,561,121
Year 5 27,531 $48.59 $110,147 $2,659,412
Total Contract
Term
140,667 $46.31 $311,117 $12,366,646
On-Demand
Services
Annual Cost
Projected
Revenue
Vehicle
Hours
Cost per
Revenue
Vehicle
Hour
Fixed
Costs Total Cost
Years 1-3 55,635 $40.71 $51,297 $4,111,594
Year 4 20,351 $41.93 $43,098 $1,370,485
Year 5 20,351 $43.19 $31,259 $1,254,065
Total Contract
Term
96,337 $41.94 $125,653 $6,736,144
CITY will provide at least 30 days’ notice to CONSULTANT to plan for changes that could require significant staffing changes or major adjustments to work shifts. As little as 24 hours’ notice may be provided to CONSULTANT to respond to minor adjustments in service parameters.
The CONSULTANT shall not supply vehicle service hours when they are not approved by CITY’s designated project manager; such hours will not be paid for by CITY. Material changes will be formalized in writing as an amendment to the Agreement. If the scheduled hours are not filled, CITY may choose to procure drivers from another source and charge back the costs incurred to the CONSULTANT. Reliefs are the responsibility of the CONSULTANT and shall not disrupt the continuity of service. CITY reserves the right to add, delete or change vehicle miles, revenue 55852.00003\42823523.1
(BB&K 2017) Exhibit “D”-2
vehicle hours, timetables, and street routing as may be necessary. All changes to revenue vehicle hours must be approved and confirmed in writing by CITY prior to implementation.
Special Service: In addition to the regular trolley services outlined in Section 2.3.1 in the Scope of Work, the CONSULTANT may from time to time, upon receiving specific written authorization by CITY, provide special trolley service, including private charter service, using the revenue vehicles. CONSULTANT shall be entitled to compensation for such services at the normal rate per service hour specified in the Agreement. Gratuity cannot be accepted when providing any trolley or special services.
Emergency Service: In the event of an emergency or natural disaster, CONSULTANT shall make available, to the maximum extent possible, personnel to assist CITY in responding to such incidents. To the extent CITY required CONSULTANT to provide such emergency services and facilities; CONSULTANT may be relieved of the obligation to fulfill the duties and responsibilities to operate the services outlined in Section 2.1. Further, CONSULTANT shall be entitled to be paid reasonable compensation at existing rates for providing such emergency services, provided that the amount of such compensation and time of its payment shall be mutually agreed upon by CONSULTANT and CITY following the conclusion of the emergency or disaster, or at such other time as they may mutually agree.
Extra Work/Equipment
No new work of any kind shall be considered extra unless a separate estimate is given for said work and the estimate is approved in writing by CITY before the work commences. The CONSULTANT will be required to provide before and after photographs of safety items or emergency repairs which were made without prior City approval. Documentation of contract compliance may be required on some occasions.
Only those extra work items authorized via a proposal from the CONSULTANT, signed by CITY Representative, and issued a purchase order shall be paid.
During the term of the Agreement, there may be certain items or services that the CONSULTANT must obtain which are related to providing trolley service but not explicitly outlined in this Scope of Work. CONSULTANT must obtain at least three quotes for projects over $10,000.