1993-0701_OC TRANSPORTATION AUTHORITY_Agreement1 AGREEMENT
2 THIS AGREEMENT, is entered effective July 1, 1993, by and between the City of
3 San Juan Capistrano ("PURCHASER") and the Orange County Transportation Authority, a
4 public corporation of the state of California ("AUTHORITY").
s WHEREAS, AUTHORITY is experienced in the transportation of seniors, and persons
6 with disabilities, and
7 WHEREAS AUTHORITY is a provider of mass transportation services to meet the
8 special needs of the elderly and persons with disabilities; and
9 WHEREAS, AUTHORITY has entered into Agreement No. C-92-386 with a third party
10 contractor ("CONTRACTOR") to provide transportation services for the elderly pursuant
11 to the Older Americans Act of 1965, as amended; and
12 WHEREAS, AUTHORITY reimburses CONTRACTOR through Agreement No. C-92-386 with
13 funds pursuant to Article 4.5 of the Transportation Development Act of 1972 among
14 other funds to support transportation services in the county; and
1s WHEREAS, PURCHASER is desirous of purchasing "Social Services" transportation
16 service from AUTHORITY.
17 NOW THEREFORE, in consideration of the respective and mutual covenants and
1a promises hereinafter contained and made, and subject to all the terms and conditions
19 hereof, the parties hereto agree as follows:
20 1. AUTHORITY, through its Agreement with CONTRACTOR, assumes all responsibility
21 for the operation, scheduling and maintenance of any vehicles which are to be
22 operated in the performance of this Agreement and cost thereof except to the
23 extent this Agreement provides otherwise.
24 2. AUTHORITY and/or CONTRACTOR, shall obtain and maintain all licenses,
25 registrations and accreditations from agencies governing its operation, which
26 are necessary for AUTHORITY to perform its obligations under this Agreement.
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AUTHORITY shall ensure that CONTRACTOR obtain at its sole cost and file with
PURCHASER, prior to exercising any right or performing any obligation pursuant
to this Agreement and maintain for the period covered by the Agreement, a
policy or policies of general and auto liability insurance and a certificate
of such insurances, naming PURCHASER, its officers, agents and employees, as
insured or additional insured. CONTRACTOR shall carry General Liability
insurance of at least One Million Dollars ($1,000,000.00) per occurrence and
auto insurance of combined single limit bodily injury and property damage in
the amount of Three Million Dollars ($3,000,000.00) per occurrence. Should any
of the above described policies be canceled before the expiration date thereof,
the issuing company will endeavor to mail 30 days written notice to the
certificate holder named.
4. Before CONTRACTOR shall employ any person or persons in the performance of this
Agreement, CONTRACTOR shall procure a policy of Workers' Compensation Insurance
as required by the provisions of Section 3700 of the California Labor Code: and
CONTRACTOR shall furnish to PURCHASER a Certificate of Insurance showing that
the aforesaid insurance is in full force and effect during the entire term of
this Agreement.
5. AUTHORITY, through its agreement with the CONTRACTOR shall employ only
qualified drivers to operate any vehicles in performance of this Agreement.
Prior to employment, CONTRACTOR shall review the records maintained and
available by Department of Motor Vehicles record and regarding each of said
drivers. Each of said drivers shall possess and maintain any licenses or
certificates required by law and necessary for their individual performances
on behalf of CONTRACTOR under this Agreement. AUTHORITY, through its agreement
with CONTRACTOR shall be solely responsible for the supervision of said drivers
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in the performance of their duties.
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Notwithstanding any other provision of this Agreement, AUTHORITY and PURCHASER
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agree to comply with all applicable federal, state and local laws and
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regulations.
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AUTHORITY shall ensure that CONTRACTOR establishes, maintains, and preserves
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records which include and substantiate costs of all labor and materials related
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to the performance of this Agreement and documentation which substantiates
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CONTRACTOR'S performance of transportation services pursuant to this Agreement.
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AUTHORITY, through its agreement with CONTRACTOR shall make all of the above
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records available, upon reasonable prior notice, to PURCHASER during regular
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business hours.
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AUTHORITY shall hold PURCHASER harmless from and against any and all liability,
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loss, damage, claims, suits, costs and expenses, including reasonable
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attorney's fees, regardless of the merit or outcome of any such claim or suit,
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claimed or arising from any negligent or wrongful act or omission of AUTHORITY,
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its officers, employees, agents or subcontractors in the performance of this
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Agreement.
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PURCHASER shall hold AUTHORITY harmless from and against any and all liability,
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loss, damage, claims, suits, costs and expenses, including reasonable
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attorney's fees, regardless of the merit or outcome of any such claim or suit,
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claimed or arising from any negligent or wrongful act or omission of PURCHASER,
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its officers, employees, agents or subcontractors in the performance of this
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Agreement.
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CONTRACTOR shall pick up, transport and deliver such passengers at and to such
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locations and at such times as are described in EXHIBIT A - STATEMENT OF
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SERVICES - attached hereto and by this reference incorporated herein.
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1 11. For services provided by AUTHORITY under this Agreement, PURCHASER shall pay
2 AUTHORITY the amount of One Dollar and Twenty -Four Cents ($1.24) per passenger
3 trip up to but not to exceed the amount of Five Thousand, Three Hundred Dollars
4 ($5,300.00), which shall be PURCHASER's total contribution under this
S Agreement. AUTHORITY shall submit quarterly invoices to PURCHASER for payment
6 pursuant to this Agreement at the close of each of the following periods: for
7 the period July 1, 1993, through September 30, 1993; for the period
s October 1, 1993, through December 31, 1993; for the period January 1, 1994
9 through March 31, 1994; and for the period April 1, 1994, through June 30,
10 1994. Failure of PURCHASER to pay AUTHORITY amount due under this contract
11 within 60 days from date of invoice shall entitle AUTHORITY to, in addition to
12 any other legal remedies available to AUTHORITY, suspend or diminish its
13 performance under this Agreement if it so elects.
14 12. All notices pertaining to this Agreement, and any communications from the
1s parties may be made by delivery of said notices in person or by depositing said
16 notices in the U.S. Mail, registered or certified mail, return, receipt
17 requested, postage prepaid and addressed as follows:
1s To AUTHORITY:
19 Orange County Transportation Authority
20 11222 Acacia Parkway
21 Garden Grove, CA 92640
22 Attention: Contracts Administrator
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To PURCHASER:
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City of San Juan Capistrano
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32400 Paseo Adelanto/City Hall
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San Juan Capistrano, CA 92675
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Attention: Dawn Schanderl, Records Coordinator
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Any of the parties may cancel this Agreement by giving thirty (30) days written
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notice of said cancellation to the other party hereto. In the event of
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termination or cancellation for any reason, AUTHORITY shall return to purchaser
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any money or other property allocable to the post termination/cancellation
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period.
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The terms of this Agreement shall be one (1) year, or that portion of a year
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commencing July 1, 1993, and expiring at the end of business or 5:00 p.m.
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whichever occurs last on June 30, 1994.
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This document fully expresses all understandings of the parties concerning all
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matters covered and shall constitute the total Agreement. No prior written or
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oral provisions or understanding, between the parties shall have any force or
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affect. No addition to or alteration of the terms of this Agreement shall be
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valid unless made in writing and formally adopted in the same manner as this
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Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
ORANGE COUNTY TRANS TTAJION AUTHORITY
ti A
By G- E,
Stan ftelie
Chief xecutive Officer
By .
Kennard R. Smart, Jr.
General Counsel
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EXHIBIT A
1. The AUTHORITY, through its agreement with a third parry
CONTRACTOR, shall schedule and operate a vehicle or vehicles
Monday through Friday within the present hours of service provided to
the identified site or sites in Item 4. Additional service within budgetary
constraints may be available outside the regular service hours.
2. The AUTHORITY may, at its discretion, utilize the assigned vehicle or
vehicles for any purpose it deems necessary at any time when senior
passengers are not being transported.
3. The AUTHORITY shall assign any equipment it feels appropriate for the
needs of the client type and reserve the right to reassign both
equipment and driver as needs change.
4. Service shall be provided to the following site or sites located at:
San Juan Capistrano Senior Center
31421 La Matanza
San Juan Capistrano, CA 92675
5. The AUTHORITY, through its CONTRACTOR, may, at its discretion,
deny transportation to passengers who may pose a danger to
themselves, other passengers or the drivers.
6. All rides provided by the AUTHORITY through its CONTRACTOR shall
be on a space available basis. Geographic considerations may affect
the AUTHORITY's ability to schedule riders. Further, site managers
should be aware that the number of individuals assigned to a given
route may affect service quality and route integrity.
7. The AUTHORITY, through its CONTRACTOR, requires that passengers
be ready at the agreed pick-up time. The CONTRACTOR's drivers shall
wait only five minutes after the scheduled pick-up time. Passengers
who need to cancel scheduled rides must do so at least one hour prior
to scheduled pick-up times. Additionally, a "No Show" policy provides
for removal from the service of passengers who do not comply with this
policy.
8. "Will Call" passengers must notify the CONTRACTOR by 0730 of the
morning they wish to ride.
P15.AGR LVB