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HomeMy WebLinkAboutCC RESO 14,975RESOLUTION NO. 14,975 RESOLUTION DECLARING AMERICAN RFD CROSS, SAN DIEGO/IMPERIAL COUNTY CHAPTER THE LOWEST RESPONSIVE BIDDER AND AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH AMERICAN RED CROSS, SAN DIEGO/IMPERIAL COUNTY TO PROVIDE PARATRANSIT SERVIC.RS WHEREAS, the Assistant Planner of the City of National City did in open session, on May 9, 1986, publicly open, examine and declare all sealed bids for Paratransit Service as specified in the Request for Bid to provide Paratransit Service. NOW, THEREFORE, IT IS HEREBY RESOLVED THAT the City Council of the City of National City, California hereby rejects all of said bids except that herein mentioned, and hereby awards the contract for Paratransit Service to the lowest responsive responsible bidder, to wit: AMERICAN RED CROSS, SAN DIEGO/IMPERIAL COUNTY CHAPTER BE IT FURTHER RESOLVED by the City Council of the City of National City, California, that the City Manager is hereby authorized to execute on behalf of the City, a contract between American Red Cross, San Diego/Imperial County Chapter and the City of National City to provide Paratransit Services. PASSED and ADOPTED this loth day of June, 1986. ��►..A s E. Van Deventer, Vice Mayor A'1TJ ST: Ion- Campbell, City Clerk ROVED AS TO FORM: Zit George H. Eiser, III -City Attorney AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND AMERICAN RED CROSS, SAN DIEGO/IMPERIAL COUNTIES CHAPTER FOR PARATRANSIT SERVICE THIS AGREEMENT is made this 23nd day of June, 1986 , between the City of National City, herein called "CITY" and American Red Cross, San Diego/Imperial Counties Chapter, herein called "CONTRACTOR". RECITALS WHEREAS, the City Council of the City of National City has approved the operation of a paratransit service for eligible senior citizens, developmentally disabled and physical or mobility impaired persons (and their companions, if necessary) who are not otherwise able to use or have access to other public transportation within the City of National City, herein called "PROJECT", provided Transportation Development Act Funds are available; and WHEREAS, CITY recognizes a need to develop and preserve the self-sufficiency and involvement in the community of persons who, because of age, health or physical limitations, do not have access to other transit services, businesses and activities; and WHEREAS, pursuant to Section 99233.7 of the Pulic Utilities Code, CITY is authorized to file Transportation Development Act claims with the Transportation Planning Agency for the support of public transportation systems; and WHEREAS, CITY desires the CONTRACTOR to render certain services in connection with the PROJECT: NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed, CITY and CONTRACTOR agree as follows: SECTION 1. DEFINITIONS. as used in this Agreement: A. "CONTRACTOR" means AMERICAN RED CROSS, SAN DIEGO/IMPERIAL COUNTIES CHAPTER. It is understood and agreed that wherever in this contract the term "American Red Cross" is used it shall mean the San Diego/Imperial Counties Chapter of the American National Red Cross; said chapter is a duly constituted local unit of the American Red Cross, Federal Corporation (36 U.S. Code 1, etseq.); and that all obligations of the American Red Cross, San Diego/Imperial Counties Chapter, under this contract shall be undertaken and completed exclusively by said chapter and soley at the expense of the chapter without resort in any event to, or committment of the funds and property of the American National Red Cross or any other unit thereof other than the chapter. 1 B. "PROJECT" means a demand responsive transit system called "National City Paratransit Service." C. "CITY" means the CITY OF NATIONAL CITY", acting through its City Council or designated representatives. D. "DEPARTMENT" means the Planning Department, of the City of National City. E. 'ELIGIBLE PASSENGERS" means senior citizens 60 years old or older and/or developmentally disabled and physical or mobility impaired persons (and their companions, if necessary) who are not otherwise able to use, or have access to, other public transportation within the City of National City. F. "FARE REVENUE" means those monies collected by the paratransit service from passengers who use the service. SECTION 2 STATEMENT OF WORK. A. Basic Responsibilities of Contractor. 1. CONTRACTOR shall operate the PROJECT within the City of National City. 2. CONTRACTOR's services hereunder shall include, but shall not be limited to the following: day-to-day operation of a paratransit service for eligible senior citizens, developmentally disabled, and physical or mobility impaired persons (and their companions, if necessary) who are not otherwise able to use other public transportation within the City of National City, including executive and administrative management; employment, supervision and training of all personnel, including drivers, dispatchers, radio personnel, supervisors, and maintenance personnel; maintenance of a list of backup drivers who will be readily available in the absence of regular drivers to insure operation of the project; maintenance and repair of equipment; the negotiation and administration of subcontracts; in conjunction with CITY, providing for public relations and sales promotion associated with this agreement; preparation of budgets, analyses, and reports of the financial and other matters pertaining to the project's operations; clerical, statistical, and bookkeeping services as required in this agreement; installation of phone lines; fare accounting and depositing; furnishing, storage, and maintenance of vehicles; and such other work as may be necessary to comply with the requirements contained herein, or as directed by CITY. 2 3. During the term of this Agreement, CONTRACTOR shall collect various data on the operation of the paratransit service and supply such data inputs to CITY in a timely fashion. CONTRACTOR and CITY will jointly develop the reporting formats and timetables. Reports will include such information as fare revenue, passenger data by fare category, vehicle miles, service hours, vehicle accidents, passenger accidents, road calls and complaints. B. Additional Responsibilities of Contractor. 1. On a monthly basis, CONTRACTOR shall submit the following data to the City Manager's designee: a) Number of Revenue Passengers b) Number of Wheelchair Passengers c) Number of Senior Citizen passengers d) Number of Attendants e) Number of Disabled Passengers f) Total Vehicle Service Miles g) Total Vehicles Service Hours h) Number of Vehicle Accidents i) Number of Passenger Accidents j) Number of Road Calls k) Number of Complaints 1) Number Employee/Hours m) Number of Vehicle Trips n) Total Sample Responses for Deviation Time o) Number of Arrivals Within 0-10 Minutes of Schedule p) Number of Arrivals Within 11-20 Minutes of Schedule q) Number of Arrivals Within 21-30 Minutes of Schedule r) Number of Arrivals Past 30 Minutes of Schedule s) Fare revenue collected 2. CONTRACTOR shall compile monthly reports which shall summarize the data collected daily, giving mileage, revenue and operating cost figures. All reports prepared by CONTRACTOR shall be made available to CITY at no additional cost and shall be the property of CITY. CONTRACTOR may make presentations and releases pertaining to the paratransit service with the permission of CITY. Papers and other formal publications shall be approved by CITY before they are made public. CONTRACTOR will provide any other reports, including preliminary preparation of the annual TDA Claim, deemed necessary by CITY. 3. CONTRACTOR shall furnish uniforms for vehicle operators in conformance with standards mutually agreed upon by CITY and CONTRACTOR. 4. Fares collected shall be the responsibility of CONTRACTOR. CONTRACTOR is responsible for any fare revenue losses or shortages. 5. All personnel furnished shall be subject to approval by CITY. CITY shall have the right, contingent upon CONTRACTOR'S personnel policy guidelines, to ask for the removal temporarily or permanently by notice to CONTRACTOR for any reasonable cause, any personnel furnished by CONTRACTOR including any personnel previously accepted by CITY. CONTRACTOR shall be solely responsible for payment of all employees' wages and benefits without any expense to CITY, shall comply with the requirements of all applicable State enactments with respect to employee liability, worker's compensation, unemployment insurance and other forms of social security and shall also be responsible for withholding of State and Federal income tax from employees wages. 6. CONTRACTOR shall insure that all drivers are competent, valid California Class II licensed drivers qualified under all applicable Federal, State, and local regulations for the operation of the type of vehicle to be used. 7. CONTRACTOR shall provide thorough training for all personnel for the proper performance of their duties. CONTRACTOR shall have a training program encompassing an 8 hour Defensive Driving Course and instruction in First Aid provided by a qualified Red Cross instructor. This program must also direct itself with dealing specifically with transporting elderly, developmentally disabled and mobility impaired persons. All new employees shall receive proper training and instruction at the time of hiring and prior to being assigned to the service. 4 8. CONTRACTOR shall provide a site supervisor/dispatcher with at least one year of experience in demand -responsive transportation. Site supervisor must be available during all hours of system operation. 9. CONTRACTOR shall be responsible for keeping vehicles furnished by CONTRACTOR in a clean, orderly, and safe condition including exterior washing and interior window washing at least bi-weekly. Vehicles shall be swept or vacuumed and all dirt and debris removed daily. Safety and mechanical equipment, including wheelchair lifts, shall be maintained by CONTRACTOR in accordance with all applicable vehicle laws and regulations, including Title 13, Article 2 of the California Administrative Code (Motor Carrier Safety Regulations) and Division 12 of the California Vehicle Code (Equipment of Vehicles). CONTRACTOR shall provide CITY with copies of the semi- annual California Highway Patrol Reports. CITY reserves the right to make periodic inspections of CONTRACTOR'S equipment. 10. CONTRACTOR shall obtain all licenses and be responsible for paying any and all business taxes that may be required for the operation of the service within the City of National City and the Counties of San Diego. 11. On signing this Agreement, CONTRACTOR must give CITY either a Certificate of Consent to Self Insure issued by the Director of Industrial Relations or a Certificate of Worker's Compensation insurance issued by an admitted insurer or an exact copy or duplicate thereof certified by the Director or the insurer. CONTRACTOR will be aware of and will comply with Labor Code Section 3700 and the Worker's Compensation Law. 12. The hours of operation of the service shall be 8:00 a.m. to 4:30 p.m., Monday through Friday except for the following holidays: July 4th, Labor Day, Veteran's Day, Thanksgiving Day, Christmas Day, New Year's Day, President's Day, and Memorial Day. C. Vehicles 1. Regular Paratransit Service a) CONTRACTOR shall be responsible for providing one (1) vehicle of the following type (with exceptions granted by CITY after mutual CONTRACTOR and CITY concurrence): 1 Vehicle equipped with a wheelchair lift, a minimum of two (2) tiedown stations, as well as capacity for at least ten (10) other passengers. 5 b) The vehicle shall conform to the following general specifications and be equipped as follows: 1 Farebox: CONTRACTOR shall be responsible for purchasing one locked farebox for each vehicle and installing it in a secure manner near the front passenger entrance door in the vehicle. c) Radios. The vehicle shall be equipped with a two-way radio provided by CONTRACTOR with a FCC licensed frequency. Radios shall be operational on the first day of service. d) Grab Rails: Grab rails shall be located on the interior of each vehicle to provide adequate assistance to passengers. e) Lifts: Wheelchair lifts shall be automatic or semi- automatic electro-hydraulic side interior lifts. The lifts shall have a minimum -tested net -load capacity of at least 700 pounds. The platform shall have a barrier at its outer end to prevent the wheelchair from rolling off the platform. This barrier shall form a ramp to facilitate rolling the wheelchair onto the platform when the lift is at ground level. There shall be no shear points on the lift that could cause injury to the lift platform occupant. The wheelchair lift entrance doors shall be behind the front entrance door with a clear opening to accommodate the lift mechanism. Doorway height shall be at least 62". CITY reserves the right to reject temporarily or permanently by notice to CONTRACTOR any lift CONTRACTOR proposes to use or subsequently utilize which CITY deems unacceptable. f) Wheelchair Restraints: Each wheelchair station shall be equipped with a secure restraint device that will secure the wheelchair to the vehicle and the wheelchair passenger in his/her wheelchair. These devices shall be adjustable to accommodate varying tract width wheelchairs. g) Interior Headroom: Each vehicle shall have interior headroom of at least 70 inches. h) Front Passenger Door: Each vehicle shall have a right front door entrance equipped with a driver control mechanism to open and close door. The exterior entrance step shall have a non-skid surface and shall be no more than 14 inches from the ground. A portable step must be carried if the height from the first step to the ground is greater than 10 inches. The front passenger door shall be at least 62 inches in height from the floor of the vehicle. i) Seating. Seating for ambulatory passengers in lift -equipped vehicles shall be on bench -type seats. All permanent seats shall have full foam backs and cushions. j) CONTRACTOR shall furnish the vehicle in good working condition, both operationally and in appearance. CITY reserves the right to reject temporarily or permanently by notice to CONTRACTOR, any vehicle CONTRACTOR proposed to use or subsequently utilize, which CITY deems unacceptable. 2. Additional Requirements. All vehicles capable of transporting more than ten (10) persons including the driver and wheelchair passengers, shall meet all the requirements in the California Vehicle Code for a bus. All parts of the vehicle and all equipment mounted on or in the vehicle shall conform to the provisions of the California Vehicle Code, Federal Motor Vehicle Safety Standards and the California Administrative Code, Title 13, with particular attention directed to the California Highway Patrol Motor Carrier Safety Regulations. 7 Each vehicle furnished by CONTRACTOR will be painted to CITY specifications within a reasonable period of time after the start of service. SECTION 3. GENERAL PROVISIONS. A. Changes. By written notice CITY may, from time to time, require, and CONTRACTOR may request, changes to this Agreement, including, but not limited to, service, report requirements, training requirements, maintenance requirements, specifications, and property and services furnished CONTRACTOR. If any such change causes an increase or decrease in the cost of performance of this Agreement or in the time required for its performance, CONTRACTOR shall promptly notify CITY thereof and assert its claim for adjustments within fifteen (15) days after the change is ordered, and an equitable adjustment shall be negotiated within thirty (30) days. However, nothing in this clause shall excuse CONTRACTOR from proceeding immediately with the Agreement as changed, if certified as an emergency by the City Manager, or his designee. B. Disputes. This Agreement shall be construed and all disputes hereunder shall be settled in accordance with the laws of the State of California. Pending final resolution of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Agreement and in accordance with CITY'S decision. C. Termination. Either party may terminate this Agreement at any time for reasonable cause by filing written notice of such termination and specifying the effective date thereof, at least 60 days before the effective date of such termination. It is understood and agreed that during this period of time both parties shall work toward satisfying the cause or reasons for the request for termination in a manner mutually beneficial to both of the parties. If a mutual agreement cannot be worked out, then all rights and obligations of the parties hereto shall forthwith be extinguished and terminated on the effective date of termination. CITY may terminate this Agreement at any time if CITY has insufficient funds to cover costs. All finished or unfinished documents and other materials procured or produced by CONTRACTOR hereunder shall be made available to CITY. D. Delinquent Payments. In the event CITY is delinquent in paying CONTRACTOR as stated herein by more than thirty (30) calendar days and has received a statement by certified mail of the delinquency from CONTRACTOR, then CONTRACTOR may serve, by certified mail, a notice of its intent to suspend operations at least seven (7) calendar days subsequent to the receipt of notice by CITY. If CITY does not correct the delinquency or if the parties do not agree to negotiate the dispute under the provisions of this Agreement, CONTRACTOR may suspend operations without further notice or penalty on the date indicated by the notice. E. Default. CITY may terminate this Agreement if a Federal or State proceeding for the relief of debtors is undertaken by or against CONTRACTOR or if CONTRACTOR makes an assignment for the benefit of creditors, or if CONTRACTOR fails to comply with the requirements of this Agreement, or if CONTRACTOR FAILS, after reasonable notice by CITY, to cure a deficiency in performance or lack of progress thereto. F. Assignments and Subcontracting. Neither this Agreement nor any interest herein nor claim hereunder may be assigned by CONTRACTOR either voluntarily or by operation of law, nor may all or substantially all of this Agreement be further subcontracted by CONTRACTOR without the prior written consent of CITY. No consent shall be deemed to relieve CONTRACTOR of its obligations to comply fully with the requirements hereof. G. Inspection of Records. CONTRACTOR shall provide CITY such access to CONTRACTOR'S books, records, and facilities as CITY deems necessary during normal working hours to examine, audit, and inspect all work data, documents, and activities related to this Agreement. CONTRACTOR shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles as required by the uniform system of accounts and records adopted by the State Controller pursuant to Section 99243 of the Public Utilities Code, and in accordance with the requirements of the Transportation Planning Agency, and shall clearly identify and make such items readily accessible to CITY during CONTRACTOR'S performance hereunder and for a period of four (4) years from the date of final payment by CITY hereunder. H. Federal, State and Local Laws. CONTRACTOR warrants that, in the performance of this Agreement, it shall comply with all applicable Federal, State, and local laws and ordinances, rules and regulations. Notice of Labor Dispute. Whenever CONTRACTOR has knowledge that any actual or potential labor dispute may delay performance of this Agreement, CONTRACTOR shall immediately notify and submit all relevant information to CITY. CONTRACTOR shall insert the substance of this entire clause in any subcontract hereunder as to which a labor dispute may delay the Agreement. However, any subcontractor need give notice and information only to its higher -tier subcontractor. CONTRACTOR shall supply CITY with one copy of all existing relevant labor contracts. J. Data. Both parties agree that all data, including but not limited to, reports, tapes, photoprints and other graphic information required to be furnished by this Agreement, together with any other information furnished by this Agreement, together with any other information furnished orally, shall be free from proprietary restrictions except as elsewhere authorized in this Agreement. K. Equal Employment Opportunity. In connection with the carrying out of this agreement, CONTRACTOR and CITY shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, or national origin. Such action shall include, but not be limited to the following: employment,, upgrading, demotion, transfer, recruitment, advertising, lay-off or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. The applicable provisions of Executive Order 12245, relating to Equal Employment Opportunity, by this reference are incorporated herein and made a part hereof. Wherever the word "CONTRACTOR" appears in said Executive Order, it shall mean American Red Cross, San Diego/Imperial Counties Chapter, or their agents. L. Minority Business Enterprise. In connection with the performance of this Agreement, CONTRACTOR will cooperate with CITY in meeting its commitments and goals with regard to the maximum utilization of minority business enterprises and CONTRACTOR will use its best efforts to insure that minority business enterprises shall have an equitable opportunity to compete for subcontract work under this Agreement. M. Non -Discrimination on the Basis of Handicap. CONTRACTOR shall comply with all Federal, State and Counties regulations implementing Section 504 of the Rehabilitation Act of 1973, 29 USC 706. N. Prohibited Interests.. CONTRACTOR covenants that no member of or delegate to the Congress of the United States shall have any interest, direct or indirect, of this Agreement or the proceeds thereof. CONTRACTOR further covenants that, for the term of this Agreement, no director, member, officer, or employee of CITY during his tenure in office or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 10 O. Subcontracts. CONTRACTOR shall include the provisions of clauses G, J, K, L, and M of this Section 3 in every subcontract entered into by CONTRACTOR in furtherance of the performance of this Agreement. CITY reserves the right to approve subcontractors. SECTION 4. FARE STRUCTURE AND TRANSFER POLICIES. Fares and transfer policies related to the service contained in the Agreement will be determined and established by CITY and CONTRACTOR and will be in accordance with Section 99268.5 of the Public Utilities Code which requires a fare revenue return of 10 percent of the operating expense. Fares will be publicized not as fares but donations to defray costs of operation as required by Section 99268.5 of the Public Utilities Code. It will be stated and emphasized no one will be denied transportation because of lack of contribution. For any individual allowed to ride the system free or for partial payment, CONTRACTOR agrees to make up the difference with revenues other than Transportation Development Act Funds. SECTION 5. PAYMENT. A. CITY agrees to pay CONTRACTOR $20.54 for each vehicle service hour which is provided for under the conditions of the Agreement from July 1, 1986 to June 30, 1987 and $21.47 for each vehicle service hour which is provided for under the conditions of the Agreement from July 1, 1987 to June 30, 1988. CITY and CONTRACTOR agree that total costs to be paid by CITY for the base term of this Agreement are limited to a maximum of $41,412 from July 1, 1986 to June 30, 1987 and $43,281 from July 1, 1987 to June 30, 1988. B. CITY is estimating that 2016 vehicle service hours per year will be provided by the CONTRACTOR during the contract period July 1, 1986 to June 30, 1988. It should be noted that this hourly figure is only an estimate and that the actual number of vehicle service hours provided may differ from estimate. C. Fare revenue shall be retained by CONTRACTOR to defray a portion of CONTRACTOR'S total costs. D. CITY shall pay CONTRACTOR monthly in arrears within one month following the receipt of an invoice from CONTRACTOR. CONTRACTOR shall submit monthly invoices for vehicle service hours provided. As a minimum, the invoice will include fare revenue data and a cost breakdown either by cost item as indicated in the budget shown in Attachment A or by expense object classes 501 through 513 of the uniform system of accounts and records of Section 99243 of the Public Utilities Code. 11 SECTION 6. INSURANCE. Upon signing this Agreement, CONTRACTOR must procure and maintain throughout the term of the Agreement an insurance policy for Comprehensive General Liability and Automobile Liability in the minimum amount of $1 million combined single limit, covering any and all claims for injuries or death to persons or damage to property. Automobile liability will cover the vehicles furnished by CONTRACTOR and used in the Regular Paratransit service. In the event the automobile liability policy contains a deductible, CONTRACTOR will be responsible for any and all damage to vehicles, including deductible amounts. Prior to commencement of this Agreement, CONTRACTOR shall ensure that CITY is named as an additional insured and shall provide CITY with a copy of a Certificate of Insurance. The Certificate shall provide that the insurance policy shall not be altered or cancelled without giving CITY thirty (30) days written notice, and shall evidence coverage for any liability assumed by CONTRACTOR under this Agreement. The coverage provided under such insurance policy shall be on an occurrence basis and shall be primary as to any other insurance. SECTION 7. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY, officers, agents, and employees against all liability, loss, claims, actions and demands for bodily injury, death, or property damage, arising from the negligent performance of CONTRACTOR under this agreement. SECTION 8. TERM OF AGREEMENT. Base Term - This Agreement shall become effective July 1, 1986, and shall continue in full force and effect until June 30, 1988, unless terminated earlier as herein provided. The amount of payment based on vehicle service hours due CONTRACTOR under this agreement is estimated to be $20.54 an hour for the period from July 1, 1986 to June 30, 1987 (not to exceed $41,412) and $21.47 an hour for the period from July 1, 1987 to June 30, 1988 (not be exceed $43,281). Option - This Agreement may be extended for a period of three years on a year to year basis by mutual agreement of the parties. 12 SECTION 9. NOTICE. All notices hereunder and communications with respect to this Agreement, shall be effective upon mailing thereof by registered or certified mail, return receipt requested and addressed as follows: CONTRACTOR: CITY: American Red Cross San Diego/Imperial Counties Chapter 1243 National City Blvd. Pamela Carlisle, Transportation Director 3650 Fifth Avenue San Diego, CA 92103 City Manager's Designee Marilyn R. F. Ponseggi National City, CA 92050 SECTION 10. REPRESENTATIVE OF CITY. The City Manager or his designated representative shall represent CITY in all matters pertaining to this Agreement and shall administer this Agreement on behalf of CITY. SECTION 11. MAINTENANCE. All repairs and maintenance to vehicles during the Agreement period shall be the responsibility of and provided by CONTRACTOR. CONTRACTOR or its subcontractor shall perform all maintenance work on all vehicles to ensure satisfactory performance. Maintenance work shall include, but not be limited to, all parts, labor and lubricants. CONTRACTOR shall allow CITY access, as CITY deems necessary, to CONTRACTOR'S facilities and activites for purposes of monitoring CONTRACTOR'S maintenance performance. CONTRACTOR shall provide for emergency repairs on as -needed basis. CONTRACTOR shall make arrangements to have tow trucks available for emergency service. SECTION 12. PHYSICAL EXAMINATIONS. CONTRACTOR shall provide CONTRACTOR'S drivers medical examinations at a medical facility. CONTRACTOR shall not permit any driver who has not successfully passed such examination to operate a vehicle in any service included in this Agreement. Medical examinations must be sufficient to meet the medical requirements to qualify for a Class II Certificate issued by the California Department of Motor Vehicles. 13 SECTION 13. COMPLETE AGREEMENT. This Agreement and the attachment and documents incorporated herein constitute the complete and exclusive statement of terms of the Agreement between CITY and CONTRACTOR and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any provision of this Agreement shall not be construed as a waiver or relinquishment of either party's right to such performance or to future performance of such a term or terms, and CONTRACTOR'S obligation in respect thereto shall continue in full force and effect. Changes hereto shall not be binding upon CITY except when specifically confirmed in writing by the representative of the CITY. The issuance of information, advice, approvals, or instructions by CITY's technical personnel or other representatives shall be deemed expressions of personal opinions only, and shall not affect CITY's and CONTRACTOR's rights and obligations hereunder. SECTION 14. INDEPENDENT CONTRACTOR. CONTRACTOR's relationshipto CITY in the performance of this Agreement is that of an independent contractor. The personnel performing services under this Agreement shall at all times be under CONTRACTOR's exclusive direction and control and shall be employees of CONTRACTOR and not employees of CITY. CONTRACTOR shall pay all wages, salaries, and other amount due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's compensation, and similar matters. SECTION 15. SOURCE OF FUNDS. A. Commencing on July 1, 1986 and thereafter until June 30, 1988 funding of the system under this agreement shall be as follows: State of California Transportation Development Act (TDA) 4.5 funds administered by San Diego Associaton of Governments (SANDAG). B. CITY agrees to no other payments under this agreement. Funding for this contract is contingent upon approval by the San Diego Associaton of Governments. The CITY is not liable if Transportation Development Acts funds are unavailable. SECTION 16. CONTRACTOR'S RESPONSE. All terms and conditions included in the CITY's Request for Bid for Paratransit Service issued April 7, 1986 and the CONTRACTOR's Response to the Request for Bid dated May 8, 1986 shall become a part of this agreement by reference and are attached hereto. 14 SECTION 17. PRECEDENCE. Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence: (1) the provisions of this Agreement; (2) the exhibits and attachments of this Agreement. In witness thereof, the parties hereto have caused this Agreement to be executed on the day and year first above written. American Red Cross, San Diego/ Imperial Counties Chapter BY: APPROVED AS TO FORM AND LEGALITY: DONITA RO"HERHAM, Executive Director City of National City City Manager APPROVED AS TO FORM AND LEGALITY: George H. Eiser III City Attorney American Red Cross COORDINATED TRANSPORTATION SERVICE AGENCY June 24, 1986 Ms. Marilyn Ponseggi Planning Department City of National City 1243 National City Boulevard National City, California 92050 Dear Marilyn, In my absence, Pamela Carlisle is authorized to approve amendments to Section 7 of the National City WHEELS contract. Donita Rotherham Executive Director (lh) 3650 Fifth Avenue • San Diego, California 92103 • (619)291-2620