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6 AGREEMENT WITH ZUM SERVICES, INC.
FOR RECREATION PROGRAM TRANSPORTATION SERVICES
FOR
SUMMER RECREATION PROGRAMS
This Agreement, made and entered into this day of____________________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and Zum Services, Inc. a Delaware corporation ("CONTRACTOR"), whose address is 275 Shoreline Drive, Suite 200, Redwood City, CA 94065.
RECITALS:
A. CITY desires certain transportation services for the City of San Mateo’s Camp Mateo and Teen Summer Days programs from June to August 2026 hereinafter described.
B. CITY desires to engage CONTRACTOR to provide these transportation services by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.
NOW, THEREFORE, IT IS AGREED as follows:
SECTION 1 - SCOPE OF SERVICES
.
The scope of services to be performed by CONTRACTOR under this Agreement is as described in Exhibit A to this Agreement, which is attached and incorporated by reference.
SECTION 2 - DUTIES OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.
CONTRACTOR represents that it is qualified to furnish the services described under this Agreement.
CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the services of CONTRACTOR.
CONTRACTOR agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.
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6 SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.
CITY shall examine documents submitted by CONTRACTOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONTRACTOR'S work.
SECTION 4 - TERM
The services to be performed under this Agreement shall commence on Monday, June 15, 2026, and be completed on Friday, August 7, 2026. The Director of Parks and Recreation may authorize up to two (2) one-year extensions by the City, for a total maximum of three (3) years.
SECTION 5 - PAYMENT
Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONTRACTOR a fee in an amount not to exceed $53,962.33 as stated in Exhibit B, attached and incorporated by reference. Payment for each one-year option to extend will be up to $53,962.33 per year, for a total not to exceed amount of $161,886.99 for three years.
SECTION 6 - TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice. Either party may terminate this Agreement at its sole discretion upon written notification to the other party of such other party’s material breach of this Agreement that is not cured within thirty (30) days of receipt of such notice. Upon termination of this Agreement, CONTRACTOR shall submit a final invoice to CITY.
SECTION 7 - OWNERSHIP OF DOCUMENTS/MATERIALS
All documents prepared by CONTRACTOR in the performance of this Agreement are and shall be the property of CITY, whether the project for which they are made is executed or not. CITY agrees that CONTRACTOR exclusively owns all right, title, interest and intellectual property rights in all materials and intellectual property created and used by CONTACTOR in connection with the performance of the services hereunder. CONTRACTOR’s name, logo and the names associated with CONTRACTOR transportation and other services are trademarks of CONTRACTOR.
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6 SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONTRACTOR in connection with the performance of this Agreement are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information available to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release.
SECTION 9 - INTEREST OF CONTRACTOR
CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.
SECTION 10 - CONTRACTOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, CONTRACTOR shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.
SECTION 11 - INDEMNITY
CONTRACTOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONTRACTOR’s performance of this Agreement, except for those claims arising out of CITY’s sole negligence or willful misconduct. CONTRACTOR agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The CONTRACTOR’S duty to indemnify shall survive expiration or early termination of this Agreement.
SECTION 12 - INSURANCE
Contractor shall procure and maintain for the duration of the contract the insurance specified in Exhibit C to this Agreement.
SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONTRACTOR and cannot be transferred, assigned, or subcontracted by CONTRACTOR without the prior written consent of CITY.
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6 SECTION 14 - RELIANCE UPON SKILL OF CONTRACTOR
It is mutually understood and agreed by and between the parties hereto that CONTRACTOR is skilled in the performance of the work agreed to be done under this Agreement and that CITY relies upon the skill of CONTRACTOR to do and perform the work in the most skillful manner, and CONTRACTOR agrees to thus perform the work. The acceptance of CONTRACTOR's work by CITY does not operate as a release of CONTRACTOR from said obligation.
SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.
SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.
SECTION 17 - NON-DISCRIMINATION
CONTRACTOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONTRACTOR nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.
SECTION 18 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.
The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once Contract for Services Page 5 of 14
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6 commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.
SECTION 19 - LITIGATION
CONTRACTOR shall testify at CITY's request if litigation is brought against CITY in connection with CONTRACTOR's services under this Agreement. Unless the action is brought by CONTRACTOR, or is based upon CONTRACTOR's wrongdoing, CITY shall compensate CONTRACTOR for preparation for testimony, testimony, and travel at CONTRACTOR's standard hourly rates at the time of actual testimony.
SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:
To CITY: Heather Murphy
City of San Mateo
330 W. 20th Ave
San Mateo, CA 94403
To CONTRACTOR: ZUM Services, Inc.
Attn: General Counsel
275 Shoreline Dr., Suite 200
Redwood City, CA 94065
Email: [email protected]
SECTION 21 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral.
This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.
SECTION 22 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
[SIGNATURE PAGE FOLLOWS]
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6 Contract for Services Page 6 of 14
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6 IN WITNESS WHEREOF, CITY OF SAN MATEO and ZUM SERVICES, INC. have executed this Agreement the day and year first above written.
CITY OF SAN MATEO CONTRACTOR
Joanne Magrini
Director Parks and Recreation
Date Paul Egger
Its Authorized Agent
Vice President of Charter
Services
If a Corporation, can be either 1)
President or 2) Vice President plus
an additional corporate officer
(i.e., Secretary, Treasurer) who
shall sign below.
Date
APPROVED AS TO FORM ADDITIONAL CORPORATE
OFFICER
(if necessary per the above)
Mazarin Vakharia
Assistant City Attorney
Date Elizabeth Sanchez
Executive Vice President, School
Transportation
Date
Attachments:
Exhibit A: Scope of Services
Exhibit B: Payment Rates
Exhibit C: Insurance Requirements
Exhibit D: Schedule & Rates
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6 EXHIBIT A
SCOPE OF SERVICES
General Overview
This RFP solicits qualified firms to provide an array of professional consultant services to the City.
Respondents to this RFP must demonstrate an understanding of the professional consultant services required, the capacity to deliver these services, and the ability to tailor services to address specific issues and situations.
Terms of Contract
The term of the contract shall be for a specific period of time, commencing upon contract execution and expiring on Friday, August 7, 2026. The contract may be extended by up to three (3) years, one year at a time, by mutual agreement of the parties.
Response Time:
The successful company will be required to have vehicles at the pick-up area(s) a minimum of 30 minutes prior to the trip. From time to time, San Mateo may require additional bus service for field trips and other transportation services, vehicles must be at the designated pick-up area(s) a minimum of 30 minutes prior to the scheduled departure.
Additions/deletions of Routes:
Although this solicitation identifies specific routes/services required, it is hereby agreed and understood that any route/service may be added or deleted to/from this contract at the option of San Mateo. When an addition to this contract is required, the successful company under this contract shall be invited to submit price quotes for these new routes/services and may be added to the contract in San Mateo’s best interest.
Prices shall be fixed and firm for initial term of contract:
If the proposer is awarded a contract under this solicitation, the prices quoted by the proposer on the Proposal Form shall remain fixed and firm during the initial term of this contract; provided however, that the company may offer incentive discounts from the fixed price to San Mateo at any time during the contractual term. Payment processes are laid out in Exhibit B.
Programs to be Serviced by Buses and Drivers (Specific days and times the buses are needed are laid out in Exhibit D):
Camp Mateo: Up to five (5) buses each week with drivers needed for eight (8) camp weeks. The camp will run from June 15, 2026, through August 7, 2026.
Teen Summer Days: Up to three (3) buses each week with drivers needed for eight (8) camp weeks.
The camp will run from June 15, 2026, through August 7, 2026.
Other recreation programs may be requested to be added within the contract term for the same quoted prices.
Buses and Drivers shall meet the following conditions:
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6 a. Buses shall be certified by the State meeting requirements to transport school children a minimum of fifty-five (55) passengers with radio dispatch.
b. Bus drivers and Company will meet all Federal and State rules, regulations, statutes, and ordinances, including proper driver’s license, bus certification, etc. c. Vehicle must be ADA compliant.
d. Buses must be owned and/or leased by the quoting company. Quoting company cannot subcontract services to another vendor.
e. Liability insurance will be supplied by the chosen company. Copies of current insurance forms will be supplied by the vendor.
f. Vendor shall supply a copy of the written procedures for supplying alternate buses for buses which are disabled during transport.
g. Vendor must supply recent references which are to include company name, address, and contact person with telephone number.
h. Rental fee to include all gasoline charges. All maintenance of all vehicles, including any towing charges incurred by disabled buses, will be the vendor’s responsibility. i. Any claims of damage must be reported to the Parks & Recreation Director. Any necessary repairs for the damage must be submitted in writing with cost estimated and pre-approved by the Parks & Recreation Director before repairs are started.
j. Number of hours and buses are approximations and specific numbers are dependent on other factors.
Vendor will be given as much advanced notice as possible, but not less than 24 hours. k. Radio communications between the bus drivers and the bus dispatcher must be in effect and operating at all times.
l. San Mateo reserves the right to cancel bus use for individual trips by giving 24 hours’ notice without penalty to San Mateo. Successful company should specify specific cancellation policy and who should be notified.
m. A Program Supervisor riding the bus may request changes in the bus schedule or stops due to weather conditions or emergency situations. Driver must recognize staff requests for schedule changes and emergency stops and honor them.
n. Vendor should supply a dollar per hour overtime rate. All prices shall include parking/toll charges.
Buses must stay with the group for the duration of the individual trip unless otherwise directed by the Program Supervisor.
o. All buses must stay with Parks & Recreation Camps and not go on another trip/location and leave our camp children at the program location without a bus. Bus and bus driver must stay with the camp event due to possible inclement weather or/an emergency situation. p. Bus driver and Program Supervisor shall remain in contact during each trip. Program Supervisor will supply bus driver with cell phone number and bus driver is expected to do the same.
Miscellaneous Services
1. The Consultant shall cooperate with file and program audits with state agencies and City designated auditors.
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6 EXHIBIT B
PAYMENT RATES
CITY reserves the right to cancel bus use for individual trips by giving 24 hours' notice without penalty.
If CONTRACTOR cancels, a minimum of 24 hours' notice will be required to the CITY. Full refund of the cost of services canceled shall be issued to the CITY within four (4) weeks.
CONTRACTOR will provide monthly invoices separated by designated program and trip date via e-mail to the Community Services Supervisor no later than two (2) weeks after the month of service is complete.
CITY will process invoices and send payment via check or Electronic Funds Transfer. Upon receipt of the invoice, if an error is found by San Mateo, CONTRACTOR will provide the process on how to remedy said error.
Prices shall remain fixed and firm during the initial term of this contract; provided, however, that the company may offer incentive discounts from the fixed price to San Mateo at any time during the contractual term.
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6 EXHIBIT C
INSURANCE REQUIREMENTS
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2.Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $5,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Sexual Abuse or Molestation (SAM) Liability: If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.
If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self- insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the Contractor’s insurance and shall not contribute with it.
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6 Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City.
Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
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