CONTRACT NO. 2012-022-S
TO THE INTERCITY AGREEMENT BETWEEN THE CITY OF RIPON AND SAN JOAQUIN
REGIONAL TRANSIT DISTRICT FOR OPERATION ASSISTANCE OF RIPON'S TRANSIT
SERVICES
Sixth Amendment
This Sixth Amendment is made and entered into as of ____________, by and between SAN JOAQUIN REGIONAL TRANSIT DISTRICT (RTD) and THE CITY OF RIPON (CITY).
WHEREAS, on November 20, 2012, RTD and the CITY entered into an agreement for operation assistance of Ripon's transit services (Agreement); and WHEREAS, the Parties entered into a First Amendment to the Agreement on April 27, 2015 to extend the term and adjust the hourly rate; and
WHEREAS, the Parties entered into a Second Amendment to the Agreement on June 6, 2016 to extend the term of the Agreement; and
WHEREAS, the Parties entered into a Third Amendment to the Agreement on August 22, 2016 to reduce the hourly rate for fiscal year 2017; and
WHEREAS, the Parties entered into a Fourth Amendment to the Agreement on April 18, 2017 to adjust the hourly rate and extend the term of the Agreement; and WHEREAS, the Parties entered into a Fifth Amendment to the Agreement on August 7, 2018 to adjust the hourly rate and extend the term of the Agreement; and WHEREAS, the Parties now desire to further amend the Agreement to extend the term, to adjust the compensation, , and to revise the indemnification.
NOW, THEREFORE, the Parties agree as follows:
1. Section 17 of the Agreement, "Limited Liability," is deleted in its entirety and replaced with the following:
"INDEMNIFICATION
A. INDEMNIFICATION BY RTD: RTD agrees to indemnify, defend, and hold the CITY, its employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorneys' fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of RTD’s negligence, recklessness or willful misconduct in the performance of this Agreement.
The CITY agrees that it will notify RTD in writing within ten (10) days of receipt or notice of any claim described in the first paragraph of this subsection A; provided that the failure of the CITY to so notify RTD shall not relieve RTD of June 13, 2023
any of its obligations under this Section as long as the CITY’s delay does not compromise defense of the claim. RTD shall have the right to assume the defense of all claims that might be threatened or instituted, and agrees that it will assume all responsibility for the investigation, handling, and defense of such claims unless the CITY notifies RTD that it elects to be represented by counsel of its own selection in connection with any such claim. If the CITY elects to be represented by its own counsel, the CITY will pay the costs of such representation. The CITY shall provide such assistance (except financial) for the defense of any claim as may be reasonably required by RTD. The CITY shall not make any admission of liability with respect to a claim or seek to settle or compromise a claim without the prior written consent of RTD. RTD agrees to inform the CITY as to all correspondence and proceedings in respect to any claim as to which indemnity is sought and to consult with the CITY with respect to all matters relating to any claim.
B. INDEMNIFICATION BY CITY: CITY agrees to indemnify, defend, and hold RTD, its employees, officers, and agents, harmless from any and all liabilities including, but not limited to, litigation costs and attorneys' fees arising from any and all claims and losses to anyone who may be injured or damaged by reason of CITY’s negligence, recklessness or willful misconduct in the performance of this Agreement.
RTD agrees that it will notify CITY in writing within ten (10) days of receipt or notice of any claim described in the first paragraph of this subsection B; provided that the failure of RTD to so notify CITY shall not relieve CITY of any of its obligations under this Section as long as RTD’s delay does not compromise defense of the claim. CITY shall have the right to assume the defense of all claims that might be threatened or instituted, and agrees that it will assume all responsibility for the investigation, handling, and defense of such claims unless RTD notifies CITY that it elects to be represented by counsel of its own selection in connection with any such claim. If RTD elects to be represented by its own counsel, RTD will pay the costs of such representation. RTD shall provide such assistance (except financial) for the defense of any claim as may be reasonably required by CITY. RTD shall not make any admission of liability with respect to a claim or seek to settle or compromise a claim without the prior written consent of CITY. CITY agrees to inform RTD as to all correspondence and proceedings in respect to any claim as to which indemnity is sought and to consult with RTD with respect to all matters relating to any claim."
2. Article 2.1 of Exhibit A is deleted in its entirety and replaced with the following:
"2.1 The provisions of this Agreement shall apply from the effective date of this Agreement through June 30, 2024, unless earlier terminated or cancelled pursuant to the provisions of this Agreement."
3. Article III-Compensation of Exhibit A is deleted in its entirety and replaced with the following:
"3.1 The total compensation, including reimbursable costs and expenses, to be paid by CITY to RTD under this Agreement shall not exceed $50,000 for any 12- month period.
3.2 Computation of Compensation: The payment for services shall be computed in the following manner:
A. The rate to provide Transportation Services shall be as follows:
i) $50.00 per revenue hour through June 30, 2014;
ii) $55.00, retroactively per the Amendment 1 – Exhibit "A", dated May 29, 2014 through June 30, 2015;
iii) $55.08 from July 1, 2015 through June 30, 2016;
iv) $39.10, from July 1, 2016 through June 20, 2017;
v) $39.02, from July 1, 2017 through June 30, 2018, as
provided in Amendment 4, Exhibit "A";
vi) The rates to provide Transportation Services from July 1, 2018 through June 30, 2023, are as outlined in
Amendment 5, Exhibit "A", dated August 6, 2018; and
vii) $61.50 per revenue hour from July 1, 2023 through June 30, 2024.
RTD has the right to renegotiate the rate with CITY if the revenue hours change by 10%.
Revenue Vehicle Hours are the hours on the transit schedule (Route 1) or actual first pick-up and last drop-off time and if the route is running late due to traffic or weather. Layover at route terminals, driver breaks, lunch periods, and idle vehicle time when off more than one hour when no passenger is on the vehicle will be subtracted from the Revenue Vehicle Hour.
B. Adjustment of Cost Factors: RTD reserves the right to adjust and change any figure hereinabove set forth upon thirty (30) days' written notice to CITY, it being understood that RTD is providing the above-described service to the CITY as an accommodation and not for the purpose of making a profit.
C. Monthly Billing: RTD shall, following the end of each calendar month, send a statement to CITY showing the total charge for management and labor, the total charge for parts, and the charge for overhead less any service billings to other agencies. Payment of said statement shall be made within thirty (30) days of the statement date. Upon receipt of grant funds, RTD will reimburse the eligible agencies involved proportionately to hours of service provided. All statements and records supporting the charges made to CITY shall be available for inspection by CITY any time during the normal business hours of RTD.
3.3 RTD shall submit an invoice to CITY specifying the transit services provided by hours and expenses in accordance with the terms of this Agreement. The monthly invoice will include applicable data as required for the CITY's National Transit Database records including: ridership by service type, hours of service by service type, and mileage of service."
4. Except as expressly modified by Amendments One through Six, all terms and conditions in the Agreement remain in full force and effect.
SIGNATURES APPEAR ON NEXT PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment by their duly authorized officers as of the day and year first above written.
San Joaquin Regional Transit District
Date Executed: _________________
By:
ALEX CLIFFORD
Chief Executive Officer
Address, Telephone and Fax Number
421 East weber Avenue, 2nd Floor
Stockton, CA 95201
Phone: (209) 948-0645
Fax: (209) 948-3366
APPROVED:
SYLVESTER DONELSON JR.
Director of Procurement
APPROVED AS TO FORM:
JULIE A. SHERMAN
General Counsel
Sixth Amendment to Interagency
Agreement. City of Ripon/San Joaquin
Regional Transit District. Operation
Assistance of Ripon’s Transit Services
Contract No. 2012-022-S
Dated:
City of Ripon
Date Executed: _____________________
By:
MICHAEL RESTUCCIA
Mayor
Address, Telephone, and Fax Number:
259 N. Wilma Avenue
Ripon, CA 95366
Phone: (209) 599-2108
Fax: (209) 599-2685
ATTEST:
____________________________________
LISA ROOS
City Clerk
APPROVED AS TO FORM:
_____________________________________
TOM TERPSTRA
City Attorney