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HomeMy WebLinkAboutCC RESO 13,641RESOLUTION NO. 13,641 RESOLUTION AUTHORIZING EXECUTION OF AN AGREE- MENT BETWEEN CITY OF NATIONAL CITY AND AMERICAN RED CROSS FOR PUBLIC TRANSPORTATION SERVICE BE IT RESOLVED by the City Council of the City of National City that the Mayor and City Manager are auth- orized to execute an agreement between City of National City and American Red Cross for public transportation ser- vice for the elderly and handicapped. PASSED AND ADOPTED this 22nd day of September, 1981. ATTEST: CITY CLERK AGREEMENT BETWEEN CITY OF NATIONAL CITY AND AMERICAN RED CROSS FOR PUBLIC TRANSPORTATION SERVICE THIS AGREEMENT is made this day of , 1981, between the CITY OF NATIONAL CITY, herein called "CITY", and the AMERICAN RED CROSS, herein called "CONTRACTOR". RECITALS WHEREAS, the City Council of the City of National City has approved the operation of a Transit System for the elderly and handicapped within the City of National City, herein called "PROJECT", provided Transportation Development Act Funds are available; and WHEREAS, the 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 Public Utilities Code, the 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 cer- tain services in connection with the PROJECT: NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein exprssed, CITY and CONTRACTOR agree as follows: SECTION 1. DEFINITIONS As used in this Agreement: A. "CONTRACTOR" means the American Red Cross. B. "PROJECT" means a demand responsive transit system called "National City Wheels". C. "CITY" means the CITY OF NATIONAL CITY, acting through its City Council or designated repre- sentatives. D. "DEPARTMENT" means the DEPARTMENT OF PUBLIC WORKS of the City of National City. SECTION 2. STATEMENT OF WORK CONTRACTOR shall operate and manage the PROJECT in the City of National City. CONTRACTOR's services hereunder shall include, but shall not be limited to the following: day-to-day operation of the service, including executive and administrative manage- ment; employment, supervision and training of all personnel, including drivers, dispatchers, radio personnel, supervisors, and maintenance personnel; maintain 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 the CITY, provide for public relations and sales promotion associated with this agreement, preparation of budgets, analysis, and reports of the financial and other matters pertaining to the project's operations; clerical, sta- tistical, and bookkeeping services as required in this agree- ment; and such other work as may be necessary to comply with the requirements contained herein. CONTRACTOR shall collect various data on the oper- ation of the system and supply such data inputs to the 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. The hours of operation of the service shall be 8:00 a.m. to 6:00 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, Washington's Birthday, and Memorial Day. SECTION 3. GENERAL PROVISIONS A. CHANGES - By written notice the CITY may, from time to time, require, and the CONTRACTOR may request changes in, but not limited to, service, report requirements, train- ing requirements, maintenance requirements, specifications, and property and services furnished by CONTRACTOR. If any such change causes an increase or decrease in the price of this Agreement or in the time required for its performance, CONTRACTOR shall promptly notify the CITY thereof and assert -2- its claim for adjustment within fifteen (15) days after the change is ordered, and an equitable adjustment shall be negoti- ated within thirty (30) days. However, nothing in this clause shall excuse the CONTRACTOR from proceeding immediately with the Agreement as changed, if certified as an emergency by the CITY DIRECTOR OF TRANSPORTATION. 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 giving 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 an 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 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 materi- als procured or produced by CONTRACTOR hereunder shall be made available to the 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, the CONTRACTOR may suspend operations without further notice or penalty on the date indicated by the notice. E. DEFAULT AND EXCESS REPROCUREMENT LIABILITY - 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 -3- 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 pro- vide 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 provide a yearly audit report to CITY. CONTRACTOR shall maintain such books, records, data, and documents in accord- ance 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 CON- TRACTOR'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 Federa3, State, and local laws and ordinances, rules and regulat$ons. I. NOTICE OF LABOR DISPUTE - Whenever CONTRACTOR has knowledge that any actual or potential labor dispute may delay performance of this Agreement, CONTRACTOR shall im- mediately 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, in- cluding but not limited to, reports, tapes, photoprints and other graphic information required to be furnished by this Agreement, together with any other information furnished orally, shall be free from proprietary restrictions except as elsewhere authorized in this Agreement. -4- 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 ref- erence are incorporated herein and made a part hereof. Where - ever the word "CONTRACTOR" appears in said Executive Order, it shall mean AMERICAN RED CROSS, or their agents. L. MINORITY BUSINESS ENTERPRISE - In connection with the performance of this Agreement, CONTRACTOR will Cooper- ate with the CITY in meeting its commitments and goals with regard to the maximum utilization of minority business enter- prises and CONTRACTOR will use its best efforts to insure that minority business enterprises shall have an equitable opportun- ity to compete for subcontract work under this Agreement. M. NON-DISCRIMINATION ON THE BASIS OF HANDICAP - CON- TRACTOR shall comply with all Federal, State and County regula- __tions_ 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 the 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. 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. County reserves the right to approve subcontractor. 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 the CITY and CONTRACTOR and will be in accordance with Section 99268.5 of the Public Utilities Code which requires -5- 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 indi- vidual 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. The fare structure shall be $1.00 per one-way trip within the city of National City, the service area and $1.00 per one-way trip for those trips starting or ending in the City of San Diego and $1.00 per one-way trip within other areas served by CONTRACTOR. SECTION 5. PAYMENT A. CITY agrees to pay CONTRACTOR part of the net costs of performing the work of the PROJECT. Net cost is equal to the CONTRACTOR's total costs minus the fare revenue derived from the PROJECT. CITY and CONTRACTOR agree that total costs to be paid by the CITY for the base term of this Agreement are limited to a maximum of $15,000.00. B. Total costs include costs of labor, fringe benefits, vehicle and lift maintenance, fuel and lubricants, vehicle cleaning, radio service charges, office supplies and equipment, telephone, postage, printing, uniforms, and ad- ministration. Administration cost shall be a calculated cost (i.e., total costs minus administration). Administration shall include such items as public relations, accounting, office space rental and maintenance, utilities, and travel expenses. A budget of total A. This budget is included for the monitoring of costs The components of the total the maximum amount of total base term of this Agreement. costs is indicated in Attachment in the Agreement as a guideline during the term of the Agreement. cost are estimated figures while costs is a fixed limit for the C. Fare revenue of the PROJECT is the sum of fare revenue collected from passengers during the service and the amount of payment made by CONTRACTOR and other funds designated to offset the difference between the regular fare the passenger would have paid and the partial fare the passen- ger actually paid. The Daily Fare Reports shall be the basis for determining the amount of fare revenue. -6- Fare revenue shall be retained by the 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 the CONTRACTOR. CITY shall pay a maximum of $15,000.00 for the first year of operation of the system. The CONTRACTOR shall submit monthly invoices for reimbursement of costs. 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. SECTION 6. CONFLICTING USE CONTRACTOR shall not use any vehicles which are used for performing services under this Agreement for any transit, transportation, carriage, or other services other than as pro- vided for in this Agreement, unless agreed to in writing by the CITY, except as required for emergency relief. "EMERGENCY" shall mean the actual or threatened existence of conditions of disaster or of extreme peril to the safety of persons and property within this CITY caused by such conditions as air pollution, fire, flood, storm, epidemic, riot, or earthquake, or other conditions including conditions resulting from a labor controversy. SECTION 7. INSURANCE A. During performance hereunder, CONTRACTOR or its subcontractor shall procure the following insurance, which may contain self-insurance retentions subject to CITY approval of funding, and shall not, of his own initiative, cause such in- surance to be cancelled or materially changed during the course of this Agreement: 1. Comprehensive General Liability Insurance in the amount of $1,000,000 per occurence naming the CITY, the CONTRACTOR and employees and officers as additional insureds in the event of any liability arising out of allegations due to negligence on the part of the operator. 2. Workers' Compensation Insurance covering CONTRACTOR's employees as required by the Laws of the State of California to statu- tory limits. -7- 3. Automobile Liability Insurance in the amount of $1,000,000 including contractu- al limits. B. Prior to commencement hereof, and except for Workers' Compensation and Employer's Liability Insurance, CONTRACTOR shall furnish a Certificate of Insurance thereof to CITY and which shall certify that CONTRACTOR's or subcontract- or's insurance policy provides: 1. The coverage shall be primary as to any other insurance with respect to perform- ance hereunder. 2. Thirty (30) days written notice of cancel- lation or material change to be given to CITY. C. Occurence, as used herein, means any event or related exposure to conditions which result in bodily injury or property damage. SECTION 8. INDEMNITY Notwithstanding any other Agreements, CONTRACTOR agrees to defend, protect, hold harmless and indemnify the CITY, CALTRANS, their officers, agents, and employees against allegations of legal liability in respect to bodily injury, death, and property damage, arising from the alleged negligence of the CONTRACTOR of such property during the times specified herein. SECTION 9. October until provided. TERM OF AGREEMENT Base Term - This Agreement shall become effective 15, 1981, and shall continue in full force and effect June 30, 1982, unless terminated earlier as herein Option - This Agreement is automatically renewed at the end of each term unless either terminated as herein provided or if funds are inadequate or not available. SECTION 10. 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: -8- CONTRACTOR American Red Cross 3650 Fifth Avenue San Diego, California 92103 ATTN: Dodi Rotherham CITY Director of Transportation Malcolm Gerschler 1243 National City Boulevard National City, California 92050 SECTION 11. REPRESENTATIVE OF CITY The Director of Transportation or his designated representative shall represent CITY in all matters pertain- ing to this Agreement and shall administer this Agreement on behalf of the CITY. SECTION 12. MAINTENANCE All repairs and maintenance to vehicles during the Agreement period shall be the responsibility of and provided by CONTRACTOR. CONTRACTOR or subcontractor shall perform all main- tenance work on all vehicles to ensure satisfactory perform- ance. 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 facili- ties and activities for purposes of monitoring CONTRACTOR's maintenance performance. CONTRACTOR shall provide for emergency repairs on as - needed basis. CONTRACTOR shall have tow trucks available for emergency service. Major repairs shall be performed by the CONTRACTOR or its subcontractor and will be paid direct costs for labor, materials, and equipment. A major repair is defined as an estimated cost for repair exceeding $300.00. The CITY shall be notified before proceeding with a major repair. SECTION 13. PHYSICAL EXAMINATIONS CONTRACTOR shall provide CONTRACTOR's drivers medical examinations at a medical facility approved.by CITY and CON- TRACTOR 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. -9- SECTION 14. 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 CONTRACT- OR 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, advise 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 15. INDEPENDENT CONTRACTOR - CONTRACTOR's relationship to CITY in the perform- ance 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 amounts 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 with- holding, unemployment compensation, worker's compensation, and similar matters. SECTION 16. SOURCE OF FUNDS A. Commencing on October 15, 1981 and there- after until June 30, 1982, funding of the system under this agreement shall be as follows: 1. $15,000.00 from the Revenue Sharing Fund of the City of National City. 2. $7,238.00 application for 4.5 funds from SANDAG. B. CITY agrees to no other payments under this agreement. Funding for this contract -is contingent upon ap- proval by the San Diego Association of Governments. The CITY is not liable if Transportation Development Act funds are unavailable. -10- 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. APPROVED AS TO FORM AND LEGALITY: AMERICAN RED CROSS: BY: WILLIAM SWINDELL Executive Director APPROVED AS TO FORM AND LEGALITY: CITY OF NATIONAL CITY S;)'tLs1),,kW\t\kLC,_ -11- BY: Mayor