4866-2656-6648 v1 - 1 -
AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this _____________ day of _______________, ___, by and between THE CITY OF PACIFICA, a municipal corporation (hereinafter referred to as "CITY") and SERRA YELLOW CAB OF DALY CITY, INC. a California Corporation (hereinafter referred to as "CONSULTANT").
CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, CITY requires transportation services in connection with the City’s Connect-a-Ride (CaR) Program;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").
1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.
1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.
CONSULTANT agrees that the Services shall be performed consistent with the professional skill and care ordinarily provided by ___________ practicing in the same or similar locality under the same or similar circumstances. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY.
4866-2656-6648 v1 - 2 -
1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") and provided to the CITY shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $140,000 ("Cost Ceiling").
2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in 4866-2656-6648 v1 - 3 -
CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.
CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
ARTICLE 3 - TIME OF PERFORMANCE
3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by _______________.
3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates ________________, its ________________, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY 's representative, CITY will notify CONSULTANT of the change in writing.
4.2. CONSULTANT Contact. CONSULTANT designates _____________ as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
4866-2656-6648 v1 - 4 -
5.1. Indemnification. To the fullest extent allowed by law, CONSULTANT hereby agrees to defend, indemnify, and save harmless CITY, its Council, boards, commissions, officers, employees, directors, volunteers and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, at law or equity, which may be brought against, or suffered or sustained by, City of Pacifica, its Council, boards, commissions, officers, employees, directors, volunteers or agents that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. In the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs.
The duty of CONSULTANT to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require CONSULTANT to indemnify City of Pacifica, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.
CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law.
The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.
4866-2656-6648 v1 - 5 -
A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section
5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (crossliability endorsement); 4866-2656-6648 v1 - 6 -
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.
Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
F. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: Senior Services Supervisor
540 Crespi Drive
Pacifica, CA 94404
4866-2656-6648 v1 - 7 -
Phone: (650) 420-3973
Email: [email protected]
If to CONSULTANT: Serra Yellow Cab / Attn: Talib Salamin 195 87th Street #D
Daly City, CA 94015
Phone: (650) 991-2345
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS
7.1. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.2. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
7.3. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.4. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
7.5. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in San Mateo County, California.
7.6. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.7. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated. 4866-2656-6648 v1 - 8 -
Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties.
The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.8. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
7.9. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY.
7.11 Entire Agreement. This Agreement, including Exhibits A, B and B1 comprise the entire Agreement.
[Signature on Next Page]
4866-2656-6648 v1 - 9 -
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF PACIFICA
By: Date
Kevin Woodhouse, City Manager
ATTEST:
________________________________
Sarah Coffey, City Clerk
APPROVED AS TO FORM
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
_______________________________
By: Talib Salamin, Owner Date
4866-2656-6648 v1
EXHIBIT A
SCOPE OF WORK
The City of Pacifica Senior Transportation Program (CaR) provides limited on- demand transportation services for City of Pacifica residents aged 65+ who have been qualified for the program by City of Pacifica staff.
The CONSULTANT will be notified of eligible participants on an as- needed basis and prior to the rider’s initial call to obtain service from the contractor. The information that will be provided will include the name, Pacifica address, phone number of the patron, and whether or not the patron requires a specific type of assisted transportation.
Riders are eligible to take eight one-way trips to any destination within the cities of Pacifica, Colma Bart, Hospitals /medical centers, Dialysis centers between Daly City and Burlingame.
The CONSULTANT will provide curb-to-curb assistance with bags, packages, etc., upon request.
The CONSULTANT will provide transfer assistance to passengers needing assistance in and out of the vehicle upon request. The transfer assistance will be limited to cab to door and door to cab, excluding any stairs, and drivers will not carry any patrons.
The CONSULTANT will provide wheelchair and scooter-enabled vehicles upon request.
The CONSULTANT will secure the patron’s wheelchair or scooter to the vehicle.
CONSULTANT will respond to on-demand requests within 45 minutes of the call for standard vehicles and up to 60 minutes for wheelchair and scooter-equipped vehicles.
CONSULTANT will provide background and driving record checks on all employees with direct access to riders.
CONSULTANT will not make any extra stops on any ride. Patrons can bring as many passengers as the vehicle is licensed to carry.
4866-2656-6648 v1 - 2 -
EXHIBIT B
Compensation
CONSULTANT will submit an itemized invoice to the CITY by the 20th of each month.
Invoices should be sent to:
Attn: Senior Transportation Program (CaR)
540 Crespi Drive
Pacifica CA, 94044
The CITY will send invoiced payment within 30 days of receipt of the invoice.
Payments should be sent to:
Serra Yellow Cab
Attn: Talib Salamin
195 87th Street #D
Daly City, CA 94015
Transportation rates will be charged at the following rates: $3.10 starting fee (flag drop), plus $3 per mile, plus 15% service fee. Any rides that are less than five miles will be charged the five mile ($25.10) rate. An additional $0.30 click charge will be incurred for trips slowed by excessive traffic or other uncontrollable circumstances. The senior patrons will pay the first $5.00 and the remaining fee will be paid by the City.
Prices inclusive of assisted ride or ride requiring mobility equipped vehicle (able to accommodate wheelchairs and scooters).
Senior patrons shall pay the first $5.00 and the remaining fee will be paid by the City.
The above-described rates are amended as follows for the time period specified below:
• Effective January 1, 2026 and through June 30, 2027, the standard rate ($23.10 plus 15%) shall increase to $25.10 plus a 15% service fee
• Effective January 1, 2026, and to June 30, 2027, the rate for wheelchair rides under 5 miles shall increase to $40.00 plus a 15% fee. Wheelchair rides over 5 miles shall increase to $40.00 plus $3.00 per mile plus a 15% service fee.
• Effective January 1, 2026 and through June 30, 2027, rides under 5 miles shall increase to $25.10 plus 15%. Rides over 5 miles shall increase to $25.10 plus $3.00 per mile and plus a 15% service fee.
• Traffic delays, stays, and waiting time shall remain at the rate of $.50 per minute.
All fees, taxes and services under this Agreement shall not exceed $140,000