CITY OF SAN CLEMENTE
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
Parties and Date.
This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio , San Clemente, California, 92673 ("City") and Cabco Yellow Inc. dba California Yellow Cab (CYC) with its principal place of business at 520 West Dyer Road, Santa Ana, California 92707 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." Recitals.
Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional senior mobility program transportation services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional senior mobility program transportation services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.
Project.
City desires to engage Consultant to render such professional senior mobility program transportation services for the Senior Mobility Program project ("Project") as set forth in this Agreement.
Terms.
Scope of Services and Term.
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 senior mobility program transportation 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.
Term. The term of this Agreement shall be from August 19, 2024 to August 18, 2027, unless earlier terminated as provided herein. The City Manager shall have the unilateral option, at his/her sole discretion, to renew this Agreement automatically for no more than two additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
Responsibilities of Consultant.
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. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's 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 solely 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. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.
PERS Eligibility and Employee Payments Indemnification. In the event that Consultant's employee providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or workers’ compensation payment that the City may be required to make for work done under this Agreement. The provisions of this section 3.2.2 are continuing obligations that shall survive expiration or termination of this Agreement.
Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, 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 in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant, and where appropriate will indicate Consultant’s authorized signature and professional registration number.
Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Akbar Majid, President.
City's Representative. The City hereby designates David Rebensdorf, 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 Work 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 Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
Consultant's Representative. Consultant hereby designates Akbar Majid, 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.
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.
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. Finally, Consultant 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. As provided for in the indemnification provisions 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 sub-consultants 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 reemployed to perform any of the Services or to work on the Project.
Laws and Regulations. 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 Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
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. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
Fees and Payments.
Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed THREE HUNDRED THOUSAND DOLLARS ($300,000) for the initial three-year term and shall not exceed ONE HUNDRED THOUSAND DOLLARS ($100,000) per year for any optional extended term without prior 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.
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 thereon. 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.
Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "D" of this Agreement.
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.
Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “D” may be adjusted each year at the time of renewal as set forth in Exhibit “D.” Labor Code Requirements.
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. 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. 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.
Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, 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. 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. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1.
Accounting Records.
Maintenance and Inspection. 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 four (4) years from the date of final payment under this Agreement.
General Provisions.
Termination of Agreement.
Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or 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.
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.
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.
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: California Yellow Cab
520 West Dyer Road
Santa Ana, CA 92707
ATTN: Akbar Majid
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk
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.
Ownership of Materials and Confidentiality.
Documents & Data; Licensing of Intellectual Property. This Agreement creates a nonexclusive 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"). Consultant shall require all subconsultants to agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that 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 provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
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.
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 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 the 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.
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.
Attorney's 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 attorney's fees and all other costs of such action.
Indemnification.
To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, 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 alleged 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 and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
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.
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. This Agreement may only be modified by a writing signed by both parties.
Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
Time of Essence. Time is of the essence for each and every provision of this Agreement.
City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
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.
Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
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.
No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
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.
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. Further, 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. 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.
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.
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.
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.
Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.
Subcontracting.
Prior Approval Required. Consultant shall not subcontract any portion of the work 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.
CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 20____
_____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney
APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization
Cabco Yellow Inc. dba California Yellow Cab (“CONSULTANT”) By:_____________________________
Akbar Majid, Secretary
Dated: __________________, 20____
By:_____________________________
William Rouse, CEO
Dated: __________________, 20____
Exhibit "A"
Scope of Services
Consultant shall perform the following services for the City (collectively, the “Services”):
GENERAL
Services
Consultant shall successfully operate a transportation service between the residences of San Clemente senior citizens and select locations in San Clemente, providing all necessary vehicles, drivers and other labor, equipment, fuel, and maintenance. Additionally, Consultant shall provide for all management, personnel, reservations and scheduling, dispatching, operations, computer software, licenses, cyber security, hardware, insurance, record keeping and reporting, telecommunications equipment, and service.
OCTA Senior Mobility Program Guidelines
The Orange County Transportation Authority (OCTA) Project U Funding and Policy Guidelines, which are provided in Exhibit B to the Request for Proposal (RFP), are part of this Agreement and are hereby incorporated fully herein. The Consultant must operate the program in compliance with the requirements set forth in the OCTA program guidelines provided in Exhibit B to the RFP.
DEFINITIONS
Advanced Reservation. Describes the process of requesting trips and receiving trip confirmation prior to the day service is requested.
City. The City of San Clemente.
Consultant. Paratransit Consultant hired to provide senior transportation services in the City.
Curb-to-Curb Service. A type of service where, on both the origin and destination end of the trip, the driver gets out of the vehicle and assists the passenger between the vehicle and a sidewalk.
Deadhead. Refers to either miles or hours when a vehicle is not in revenue service, including travel from Consultant’s base to first pick up, time from last drop off back to the Consultant’s base, and travel time during driver breaks and other "out of service" times. The travel time between scheduled pick-ups and drop offs, regardless of whether a passenger is on board, is not considered deadhead.
Door-to-Door Service. A type of service where, on either the origin and destination end of the trip, the driver gets out of the vehicle and meets/escorts the passenger to the door of the main lobby, residence, or building. The driver is responsible for assisting the passenger throughout the trip. Drivers are not allowed to enter a residence or business and must keep the vehicle in their sight at all times.
Dwell Time. The amount of time at each pick up or drop off including time which is built into the schedule and time otherwise required for boarding or alighting passengers.
Missed Trip. Any scheduled trip in which the vehicle arrives more than 20 minutes after the scheduled pick-up time, or does not arrive at all.
No-Show. A scheduled passenger who does not appear at the designated location for vehicle boarding within 5 minutes of an on-time vehicle arrival, or who calls the Consultant to cancel the trip after 5:30 p.m. the day before a scheduled trip.
On-Time Pickup. A vehicle shall be on-time if it arrives at the designated pickup location no more than 5 minutes prior to the scheduled pickup time and no more than 5 minutes after that time.
Revenue Service. The time a vehicle is available for passenger transport within the Consultant's established hours of service. A vehicle is available for passenger transport from the time it arrives at the first passenger pickup location and ends at the last passenger drop off, excluding any meal breaks, service breaks, mechanical problems, and time a vehicle is unusable due to an accident.
Seniors. Individuals age 60 and older who live within the City.
Service Area. The geographic area within the jurisdictional limits of the City of San Clemente for which transportation services are to be provided to seniors.
Vehicle Service Hour. Any 60-minute increment of time during which a vehicle is available for passenger transport within the Consultant's established hours of service, also known as revenue service hours. The 60-minute increment of time need not be continuous.
Vehicle Service Mile. Mileage reading on the driver trip sheet for each travel day. The "starting odometer" on the trip sheet shall be taken at the location of the first passenger pickup and the "ending odometer" shall be taken at the location of the last passenger drop off, excluding meal breaks, service breaks, and mechanical problems. If mileage readings need to be taken more than once during the day to accommodate breaks, then additional odometer readings shall be recorded on the trip sheet.
SAN CLEMENTE SENIOR MOBILITY PROGRAM (SMP) SERVICES
The City’s SMP shall consist of the following service offerings to be provided by the Consultant:
Senior Center Transportation
Consultant shall provide transportation for seniors in the service area between their residences and the Dorothy Visser Senior Center located at 117 Avenida Victoria. This service will be provided five (5) days per week on Monday through Friday. There will be no service on weekends or holidays. Seniors residing in San Clemente can be picked up and dropped off to and from their homes from the hours of 8:00 am to 4:00 pm. This service shall be curb-to-curb, however for frail seniors, seniors in wheelchairs, elderly or by request the service shall be door-to-door. Hours of service will be subject to change in the City’s sole discretion based on demand or to improve productivity.
Consultant shall provide transportation for seniors in the geographic area between their residences and within the City of San Clemente for the following:
Grocery Stores
Medical Appointments (Non-Emergency)
Personal Care
Amusement Park
Aquarium/zoo
Beach/Park
Charity/Social Group event
Community Cultural Event
Education/Employment
Family/Friends
Funeral/Memorial Service
Government office/Services
Library/Museum/Historical Site
Movies/Theater/concert
Religious institutions
Restaurant
Sporting/Fitness
Transit Center/Hub
This service will be provided seven (7) days a week from 7:00 am to 7:00 pm, excluding holidays.
The City reserves the right to order a decrease or increase in the level of service such as removing or adding locations at any given time. If the service levels are revised resulting in a change of unit cost provided by Consultant, the City will negotiate with the Consultant to adjust the contract rates or terminate the Agreement, at the City’s discretion.
SERVICE OPERATION
Reservations. The Consultant shall provide a toll-free telephone number for use by Senior Mobility Program (SMP) patrons. The Consultant shall accept telephone reservations from San Clemente residents from SMP patrons and dispatch a vehicle to the requested pick-up location within the City. Reservations shall be both demand responsive and allow for advanced pre-scheduled one-way or round-trip transportation services. Please provide in your proposal the minimum notice needed for to schedule transportation services.
Dwell Time. Maximum dwell time shall not exceed five minutes, except in those cases where drivers must wait before loading/unloading passengers.
Travel Time. Under normal conditions, a passenger will not travel on a vehicle for more than 45 minutes from pickup to drop off. The Consultant will ensure that no pattern of excessive passenger travel time develops.
On-Time Arrival. The SMP vehicle shall arrive on-time at the scheduled pick-up location, but in no event more than ten (10) minutes after the scheduled pick-up time.
SMP Participant Identification. Seniors using the City’s SMP must provide their client ID number when entering the SMP vehicle. Consultant is responsible for administering and implementing a system for enrolling senior citizen participants, verifying eligibility for the City SMP, and issuing photo identification cards to eligible participants.
VEHICLES, MAINTENANCE, APPEARANCE/INSPECTIONS.
The Consultant shall be responsible for all operations and maintenance of all participating vehicles, equipment and supplies at its sole cost and expense, including insurance, fuel, taxes, fringe benefits, licensing, dispatching, radio equipment, training, supervision, management, service monitoring and vehicular accident reporting. All such liability shall be the sole responsibility of the Consultant. Vehicles shall have a mileage fee meter with a current approval and inspection by the Department of Weights and Measures. The Consultant shall assure that participating vehicles meet all applicable codes, laws, and regulations.
At a minimum, Consultant shall perform:
Daily pre-operation inspections that meet or exceed the guidelines provided by the SMP.
Scheduled preventative maintenance that meets or exceeds the guidelines provided by the SMP.
Maintain all maintenance records for each vehicle for five (5) years and shall cooperate fully in annual motor coach carrier terminal inspections conducted by the California Highway Patrol.
All vehicles shall be uniformed in appearance and include the Consultant’s logo and color scheme.
All vehicles shall be cleaned daily prior to each vehicle service day and shall be kept clean throughout the day. Vehicle exteriors shall be washed not less than once per week, and after any rain or other circumstances that compromise the vehicles’ clean appearance. Floors shall be free of stains, paper or other debris, gum, or other sticky substances. Windows shall be free of dirt, dust, smudges, hands, or fingerprints, exterior or interior. Dashboards, wheel wells, rails and ledges shall be kept clean, dirt and grease free. Seating areas shall be kept clean and in good repair with attention paid to cleaning upholstery on a regular basis. Wheelchair lifts shall be kept clean and in good repair.
The City reserves the right to remove from service any vehicle that does not meet its appearance and cleanliness standards. Wheelchair accessible vehicles must be available for SMP service.
REPORTING REQUIREMENTS
Daily Records. The Consultant shall keep daily records of customer service reservations taken. Reservations shall include the client's name, telephone number, pick-up and drop-off address, time the call was received and time the call was dispatched.
Monthly Reports. The Consultant shall prepare and submit monthly reports as part of the billing invoice meeting City and OCTA SMP requirements and shall include at minimum the following: Date, Passenger ID #, Passenger Name, Pick-up address, Drop-off address, Pick-up time, Drop-off time, Trip Miles, Co Pay or voucher received, Trip type (trip category or purpose), Number of trips per client, No shows, and Cancellations.
Incident Reports. Drivers shall be required to complete “incident reports” after any out of the ordinary occurrence during service including but not limited to vehicle accidents, disputes with or between passengers, passenger injury or accidents (during boarding or on-vehicle), passenger misconduct. Such reports must be submitted to City for review within twenty-four (24) hours after incident.
Vehicle Accidents. The Consultant shall have sole responsibility, at its own cost and expense, for repair of any vehicle damaged in a vehicular accident or by any passenger. The City retains the right to investigate any vehicular accident involving the Consultant, and may request drug/alcohol screening of a driver found to be at fault under specific circumstances.
Patron Complaints. The City and Consultant shall investigate and document all complaints or citizen concerns as a part of program administration by collecting as much pertinent information regarding the complaint as possible from the complaining party. The Consultant shall provide the City with the name and contact information of person to call for reporting customer complaints. Within twenty-four (24) hours of a reported complaint, the Consultant’s assigned representative shall contact the client to resolve the problem and report client complaint to the City. Within forty-eight (48) hours of the reported complaint, the Consultant’s representative shall e-mail to the City the steps they are taking to address the client’s problem. The City reserves the right to exclude any of Consultant’s employees or drivers from participating in the program due to findings relating to a complaint or service issue.
Retention/Review of Records. The Consultant shall maintain all records pertaining to the services as required by OCTA Project U Funding and Policy Guidelines. The Consultant shall make its records available to the City upon request during regular business hours either for inspection or audit.
PERSONNEL OPERATIONS
Consultant shall be responsible for:
1. Implementing a dress code policy requiring that all Consultant employees driving vehicle(s) pursuant to the Agreement are in a clean, neat, and identifiable uniform.
2. Assigning licensed drivers with a Class B valid California Driver’s license.
3. Training staff involved in the Senior Mobility Program to proficiency so they perform their duties timely, properly, professionally, and safely. Training should include, but is not limited to, disability awareness, passenger assistance and compliance with applicable laws.
4. Ensuring that a properly trained and licensed driver(s) is available during the established SMP operating hours.
5. Ensuring that no Consultant employee performs any services under the Agreement if they have been convicted (or pleads guilty or nolo contendere), regardless of the time elapsed, in any state, of any of the following or their equivalent: murder; a violation of California Vehicle Code Section 2800.2 (pertaining to disregard for safety of persons or property), Section 2800.3 (pertaining to flight from peace officer causing death or bodily injury) or Section 20001 (pertaining to duty to stop at scene of accident); robbery; pandering; pimping; crimes related to the use, sale, possession, or transportation of controlled substances; crimes involving weapons; any crime for which registration would be required under California Penal Code Section 290; or any other offense involving moral turpitude or any crime that is substantially related to the qualifications, functions or responsibilities of a transit operator.
6. Ensuring that no Consultant employee performs any services under the Agreement if they have been convicted of any felony in any state (or pleads guilty or nolo contendere), other than those felonies listed above, within the last eight (8) years.
7. Ensuring that no Consultant employee performs any services under the Agreement if they have been convicted (or pleads guilty or nolo contendere) of any of the following regardless of the time elapsed, in any state, or their equivalent: reckless driving; driving under the influence of intoxicating liquors or drugs (DUI); a violation of California Vehicle Code Section 2800.1 (pertaining to flight from peace officer); Section 20002 (pertaining to duty where property is damaged), Section 20003 (pertaining to duty upon injury or death) or any corresponding substitute sections; vehicular manslaughter; and Penal Code Sections 240, 241, 242, and 243 or any corresponding substitute sections pertaining to assault and battery.
8. Training all Consultant vehicle operators performing services under the Agreement to properly operate all vehicles, including those provided by the City via OCTA, if applicable, and to demonstrate knowledge on proper use of wheelchair lifts, ramps, and other equipment associated with this service.
9. Consultant shall have in effect personnel policies that conform to all state and federal laws including, but not limited to, all regulations concerning Equal Employment Opportunities, FTA Drug and Alcohol Regulations, Compensation, Workers’ Compensation, and other regulations as appropriate.
10. The City has a zero-tolerance policy for inappropriate behavior between passengers or between passengers and driver. Consultant’s personnel policies must clearly address how inappropriate situations and passenger altercations will be handled. At a minimum, this could include the proper handling of situations in which allegations of sexual misconduct, lewd behavior, or sexual harassment have been made. Consultant must also adopt a zero-tolerance policy and shall describe their procedure for training employees with respect to such policy.
11. The purchasing, consumption, and/or possession of illegal substances or alcoholic beverages by Consultant employees performing services under the Agreement are prohibited. Consultant shall immediately remove any employee observed engaging in such conduct from further performance of services under the Agreement. The policies for addressing such incidents should be included in the Consultant's Drug and Alcohol Policies as required by the FTA and in compliance with the FTA Drug and Alcohol Regulations.
12. Conducting pre-employment DMV checks of all personnel hired to provide service under the Agreement. Any operator exceeding the California DMV point system or with a revoked or suspended license will not be allowed to operate the City’s SMP service. Consultant shall comply with the DMV’s Pull Notice Program and shall pay for all applicable license fees for drivers, other personnel, and vehicles. The results of those inspections shall be transmitted to the City.
13. Requiring all vehicle operators to promptly report any in-service mechanical failure, including wheelchair, ramp, or other lifts, to Consultant’s supervisor. Consultant shall promptly ascertain the problem and report any in-service vehicle or other mechanical failure to the City immediately, and not later than the start of the next business day.
ADMINISTRATION
Consultant shall be responsible for:
1. Identifying a Project Manager who will oversee the proper operation and administration of all transportation services provided to the City under the Agreement. The designated Project Manager must be available to the City at all times. An organizational chart of Consultant’s management personnel shall be included in the proposal.
2. Consultant shall adhere to the performance standards set by the City, and shall meet periodically with the City to evaluate its performance under the Agreement. Transportation services and passenger demand will be assessed regularly by the City to ensure that the mobility needs of the City’s seniors are met and the SMP is operating reliably and efficiently.
3. Providing on a monthly basis a written summary of service and expenditures and maintaining daily attendance. In addition to SMP mandated reports, a City monthly report must accompany each invoice including dates of service, names and addresses of individuals served, pick-up location, destination location, trip category, vehicle service hours, destinations, and any other coordinate transportation services.
4. Entering into an approved professional services agreement with the City (refer to Exhibit D for standard agreement).
5. Attending preliminary meetings with City staff to finalize the logistics and paperwork to properly implement, coordinate, and administer the SMP program to the satisfaction of the City and OCTA.
6. Hiring capable and courteous personnel who are responsible for taking requests for transportation service and responding to telephone inquiries regarding the transportation service. Consultant telephones shall be answered by the 4th ring. Two telephone lines must be dedicated to this service. Consultant shall be responsible for paying for the service charges for installation and all toll calls.
7. Providing and maintaining appropriate vehicle storage and maintenance facilities for the garaging of the vehicle(s). If storage facilities are to be acquired, Consultant shall indicate in the proposal what actions will be taken to acquire such facility prior to the Effective Date.
8. Notifying the City of all automobile accidents and passenger injuries, both by telephone immediately and in writing by the close of the next business day.
9. Enforcing all established policies with regard to operational emergencies, driver training, passenger safety, quality control, and professional service performance.
10. In the event of a mechanical malfunction, especially a passenger lift malfunction, Consultant shall provide a wheelchair accessible spare vehicle to ensure continuity of service.
11. Developing and recording in writing procedures, which will be submitted to the City, that a vehicle operator uses related to wheelchair lift failure, passenger disturbances, medical assistance to passengers, accidents, inoperable vehicle with passengers on board, fares, and accountability for funds collected, and customer service standards.
12. Referring all media inquiries to the City for response.
13. Submitting with the proposal, certified financial statements reflecting the financial condition of Consultant for the past two year.
14. Implementing an advance reservation process.
FARE COLLECTION AND ACCOUNTABILITY
Consultant shall be responsible for:
1. Adhering to any cash fare that may be established by the City. Currently the City of San Clemente’s SMP is free to eligible seniors, however the City reserves the right to implement a fare at any given time.
2. Having the vehicle operator collect fares daily (if the City establishes a fare) and Consultant will deduct fares from the invoices submitted to the City.
3. Submitting monthly reports that include daily totals of passengers.
4. Keeping all data and records for this project for a minimum of five (5) years after the termination of the Agreement. Consultant shall cooperate fully with the City, OCTA, and/or State agencies in the event an audit of the SMP under the Agreement is conducted.
5. Accepting advanced passenger reservations.
Exhibit "B"
Schedule of Services
Consultant shall diligently perform the Services to the City’s satisfaction according to the timeframe requested by the City.
EXHIBIT “C”
insurance requirements
Insurance.
Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. 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.
Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
Commercial General Liability:
Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Automobile Liability:
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Professional Liability (Errors & Omissions):
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
Workers' Compensation:
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
Deductibles and Self-Insured Retentions. Any deductible or self-insured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. 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 and not replaced immediately so as to avoid a lapse in the required coverage, 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.
Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
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 transact business of insurance 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.
Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
Exhibit “D”
Compensation
In complete compensation for the Services provided under this Agreement, the City shall pay the Consultant for actual work performed based on the following fee schedule:
Total compensation under this Agreement shall not exceed $300,000 for the initial three-year term and shall not exceed $100,000 per year for any optional years exercised by the City. There are no reimbursable expenses under this Agreement.
WORKER’S COMPENSATION INSURANCE CERTIFICATION
WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:
Carrier____________________________________________________ Policy Number______________________________________________ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
Dated: ________________________, 20____
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
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55452.01100\31193624.5
55452.01100\31193624.5
Attachment 2