AGREEMENT
CONTRACT TO PROVIDE MANAGEMENT, OPERATIONS AND MAINTENANCE
ON BEHALF OF VISALIA TRANSIT
City of Visalia RFP No. 23-24-14
This Agreement, entered into and effective this 1st day of October , 2024, by and between the City of Visalia, hereinafter referred to as the “CITY”, and RATP Dev USA, Inc. hereinafter referred to as the “CONTRACTOR”, “VENDOR”, “BIDDER”, or “SUBRECIPIENT”.
R E C I T A L S
WHEREAS, CONTRACTOR is a corporation with a primary business address of:
_________________________________________________ and SSN or EIN: _________________; and
WHEREAS, CITY is a municipal corporation and Charter Law City; and
WHEREAS, CITY desires Management, Operations and Maintenance services for Visalia Transit, which was let to bid on April 2, 2024, as evidenced by RFP No. 23-24-14, Management, Operations and Maintenance on Behalf of Visalia Transit; and
WHEREAS, CITY reviewed and evaluated responses to the RFP No. 23 -24-14 and determined to award a contract to CONTRACTOR for the above mentioned services; and
WHEREAS, CONTRACTOR represents it is licensed, qualified and willing to provide the services requested pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and CONTRACTOR agree as follows:
1. TERM:
The term of this Agreement shall commence on the Effective Date and expire upon completion of all obligations of the parties, unless earlier terminated by the parties. The initial contract term shall be for a five (5) year period and, at the CITY’s option, shall unilaterally be extended for up to five (5) additional one-year periods. CITY will be presumed to request renewal unless the CITY delivers a written notice of non- renewal to the CONTRACTOR a minimum of sixty (60) days prior to the renewal date. Additionally, this Agreement may be terminated for convenience by the CITY, in whole or in part, by giving the CONTRACTOR sixty (60) days’ written notice of the intent to terminate whenever the CITY determines that termination is in the best interest of the CITY. In the event of termination or expiration of this Agreement, CONTRACTOR shall transfer to CITY any funds and/or accounts receivable on hand attributable to the use of CITY funds.
2. ATTACHMENTS INCORPORATED:
The following are attachments for this Agreement. Said attachments are incorporated into this Agreement as if included in full in the body:
ATTACHMENT NO. DESCRIPTION OF ATTACHMENT
Attachment 1 City of Visalia RFP 23-24-14, Management, Operations and Maintenance on behalf of Visalia Transit
Attachment 2 Contractor’s proposal in response to RFP No. 23-24-14 Attachment 3 Scope of Work as negotiated between City and Contractor Attachment 4 Contract Fees and cost information
Attachment 5 Performance Bond in amount of 25% of first year contract total.
Attachment 6 RFP 23-24-14 Exhibit F as negotiated between City and Contractor
3. VENDOR SCOPE OF SERVICES and COMMITMENTS*:
CONTRACTOR shall provide the following services for the stated compensation (“Scope of Services”):
A. The CONTRACTOR agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in RFP 23- 24-14 (Attachment 1 of this contract), including any negotiated revisions (stated in Attachment 3 of this contract) for the cost identified in Attachment 4 of this contract.
B. Additional Services: Incidental work related to the PROJECT and not described in RFP 23 -24-14, may be needed during the performance of this Agreement. The CONTRACTOR agrees to provide any and all additional services at the rates identified in Contract Fees ( Attachment 4 of this contract). Such additional services shall not be performed by CONTRACTOR without the written consent of CITY.
4. CITY COMMITMENTS:
CITY shall perform the following tasks on or before the stated completion dates:
TASK COMPLETION DATE
Pay Contractor monthly as work is completed and invoiced. As requested by Contractor (monthly)
5. COMPENSATION:
CITY shall pay CONTRACTOR compensation for services requested; however, CITY shall not pay more than the following amount under this Agreement, unless otherwise agreed in writing. Such sum shall be expended and paid by CITY on a reimbursement basis for services actually performed based on the monthly report and similar documents presented by CONTRACTOR to CITY. The CONTRACTOR shall be paid no later than thirty (30) days following submission of a written, verified billing to the CITY. Said billing shall include the tasks completed to date and since the date of the preceding billing, if any.
6. CONTRACT PRICE ADJUSTMENTS:
A. Base Contract Period (Year 1-5 of the contract)
All prices as identified in Attachment 4 of this contract shall be firm and fixed for the base five (5) year period of this Agreement.
B. Optional Year Periods (Year 6-10 of the contract)
In order to protect the interests of the CITY and to give the CONTRACTOR a reasonable basis for price adjustments, a price adjustment feature is hereby incorporated into the specifications for the five (5) optional one-year extensions of this Agreement . CONTRACTOR’s prices may be adjusted before the commencement of the first one- year extension based on the unit prices identified in Attachment 4 of this contract and annually for any additional one-year extensions based on the prior year’s unit pricing, to allow for price adjustments for labor and benefit rates, supplies and materials.
It will be the responsibility of the CONTRACTOR to request a price adjustment and to provide all documentation necessary. The request for price adjustment must be submitted to the project manager in writing in the period between ninety (90) and thirty (30) calendar days prior to the expiration date of the Total Compensation: $103,299,900 Not to Exceed $108,711,495 for the base five (5) years of the contract per Agreed
prices (Attachment 4 of this contract)
Source of Funds: Local Funds & Federal Transit Funds
Payment Schedule: As monthly invoices are received
Agreement and any one- year option periods . Requests filed outside these time periods will not be considered.
The unit prices for the five (5) one-year extensions shall be based on the movement of the unadjusted figures of the U.S. Bureau of Labor Statistics, Consumer Price Index (CPI) for All Urban Consumers (CPI - U) U.S. City Average, All Items. The prior year’s contract unit prices may be changed in an amount equal to the percentage of movement for the most recent twelve- month period and in no instance shall the price increase exceed 5%. The contract unit price changes as a result of this formula shall be binding on the CONTRACTOR for the first one- year extension and subsequent optional one- year extensions . The adjustment of the contract prices shall not be retroactive and shall apply only to changes incurred after approval.
C. Changes in Federal, State, or Local Laws, Rules, or Ordinances In case of a change in federal, state, or local law, rule, or ordinance (“Legal Change”) that directly and solely causes a significant increase in costs to the CONTRACTOR’s operating costs, the prospective CONTRACTOR may make a written request for the consideration of amendment of this contract. Any such written request must be made within fourteen (14) days from the date of such change, or the CONTRACTOR’s right to make such request shall be irrevocably waived. The CONTRACTOR will need to show to the CITY how the federal, state, or local law, rule, or ordinance change increased the cost significantly and provide the CITY with a cost and price analyst. It will be up to the CITY to determine if the request by the CONTRACTOR is reasonable or not. If the CONTRACTOR makes a timely written request and proves to the satisfaction of the CITY that there has been a Legal Change, and such change has directly and solely caused a material increase in the CONTRACTOR’s costs, the CITY and CONTRACTOR will in good faith negotiate a reasonable increase in the CONTRACTOR’s compensation in attachment 4 of this contract. Negotiated increases under this subsection (C) are not guaranteed and are solely at the discretion of the CITY. The CITY retains the right to deny any increase requested by the CONTRACTOR under this subsection (C). Any and all change of contract will need approval from the California Department of Transportation (Caltrans) to assure changes are compliant with federal and state law. Any and all negotiated pricing above the contract pricing in Attachment 4 of this Agreement must be approved by the CITY and California Department of Transportation. Price increase shall not take effect until after approval by the CITY and shall not be retroactive.
7. PERFORMANCE BOND:
CONTRACTOR shall supply a Performance Bond prior to contract execution, in the amount of twenty-five percent (25%) of the first-year contract value to guarantee faithful performance. The performance bond shall remain in effect for the duration of the contract.
8. EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS:
On March 4, 2022, Governor Gavin Newsom issued Executive Order N -6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering into any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.
IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written.
CONSULTANT
Dated: ___________________ By:_______________________________________________ Authorized Officer: I certify under penalty of perjury under the laws of the State of California that I am fully authorized to execute this Agreement for CONSULTANT in the capacity I have stated, and that such execution is sufficient to bind the CONSULTANT.
CITY OF VISALIA
Dated: ____________________ By:_______________________________________________ City Manager
Dated: ____________________ By:_______________________________________________ City Attorney
Dated: ____________________ By:______________________________________________ City of Visalia Risk Manager
Dated: _________________ By:______________________________________________ City of Visalia Project Manager
Contract Attachment 5
CITY OF VISALIA
SAMPLE PERFORMANCE BOND
(To Accompany Contract)
Bond No. ____________________
WHEREAS, the City of Visalia, has awarded to Contractor: _____________________________________________ _________________________, hereafter designated as the “Principal”, a contract for the work described as follows:
_____________________________________________________________________________________________, referred to hereafter as “Contract.”
AND WHEREAS, said Principal is required to furnish a bond in connection with the above Contract, guaranteeing the faithful performance thereof:
NOW, THEREFORE, we the undersigned Principal and ______________________________________________, referred to as “Surety” are held firmly bound to the City of Visalia in the sum of $ ___________________________ _________________________________________________ dollars ($ ______________________________), to be paid to said City or its certain attorney, its successors and assigns: for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors or assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bound Principal, its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by and well and truly keep and perform the covenants, conditions, and agreements in the Contract and any alteration thereof, made as therein provided, on it or their part to be kept and performed within the time and in the manner therein specified, and in all respects according to their intent and meaning, and shall indemnify and save harmless the City of Visalia, its officers and agents, as therein stipulated, then this obligation shall become and be null and void; otherwise it shall be and remain in full force and virtue.
The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or to the work to be performed under the Contract, or the specifications accompanying the Contract shall in any way affect its obligations on this bond, and Surety does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the specified work, or the specifications. Surety hereby waives the provisions of Civil Code Sections 2819 and 2845.
IN WITNESS WHEREOF, We have hereunto executed this instrument on the date indicated below. Persons signing for a corporation or entity hereby represent that they are doing so pursuant to a grant of authority by the governing body.
_________________________________ _______ _________________________________ _______
Name of Principal Date Name of Surety Date
_________________________________ _________________________________ Signature for Principal Signature for Surety
_________________________________ _________________________________ Printed Name and Title Printed Name and Title
Correspondence or claims relating to this bond
should be sent to the surety at the following
address:
___________________________
___________________________
___________________________
___________________________
NOTE: Signatures of those executing for the Surety must be properly acknowledged and Surety’s Power of Attorney must be attached.
CERTIFICATE OF ACKNOWLEDGEMENT
State of California
County of ________________________________________ SS
On ____________ ___________________ before me _________________________________________________, personally appeared ____________________________________________________________________________, who proved to me on the basis of satisfactory evidence to the be the person(s) whose name is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
(SEAL) Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.