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1995-0701_ORANGE COUNTY TRANSPORTATION AUTHORITY_AgreementAGREEMENT NO. C-95-014 1 AGREEMENT 2 THIS AGREEMENT, is entered effective July 1, 1995, by and between the City of San Juan 3 Capistrano ("CITY") and the Orange County Transportation Authority, a public corporation of the state of 4 California ("AUTHORITY"). s WHEREAS, AUTHORITY is experienced in the transportation of seniors, and persons with 6 disabilities, and 7 WHEREAS AUTHORITY is a provider of mass transportation services to meet the special needs 8 of persons with disabilities; and 9 WHEREAS, AUTHORITY shall enter into an Agreement with a third party contractor 10 ("CONTRACTOR") to provide transportation services for the elderly pursuant to the Older Americans Act 11 of 1965, as amended; and 12 WHEREAS, AUTHORITY reimburses CONTRACTOR with funds pursuant to Article 4.5 of the 13 Transportation Development Act of 1972 among other funds to support transportation services in the 14 county; and 1s WHEREAS, CITY is desirous of purchasing "Social Services" transportation service from 16 AUTHORITY. 17 NOW THEREFORE, in consideration of the respective and mutual covenants and promises 18 hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto 19 agree as follows: 20 1. AUTHORITY, through its Agreement with CONTRACTOR, assumes all responsibility for the 21 operation, scheduling and maintenance of any vehicles which are to be operated in the 22 performance of this Agreement and cost thereof except to the extent this Agreement provides 23 otherwise. 24 2. AUTHORITY and/or CONTRACTOR, shall obtain and maintain all licenses, registrations and 25 accreditations from agencies governing its operation, which are necessary for AUTHORITY to 26 perform its obligations under this Agreement. DP JP AG5014. DOC Page 1 of 5 AGREEMENT NO. C-95-014 1 3. AUTHORITY shall ensure that CONTRACTOR obtain at its sole cost and file with CITY, prior to 2 exercising any right or performing any obligation pursuant to this Agreement and maintain for the 3 period covered by the Agreement, the following insurance, which shall be full -coverage 4 insurance not subject to self-insurance conditions: 5 (1) Comprehensive General Liability insurance with at least One Million Dollars 6 ($1,000,000.00) per occurrence; and 7 (2) Comprehensive Automobile Liability insurance of combined single limit Primary 8 Bodily Injury and Primary Property Damage in an amount not less than Two Million Dollars 9 ($2,000,000.00) per occurrence. 10 (3) Workers' Compensation insurance with limits established and required by the 11 State of California. 12 AUTHORITY shall ensure that CONTRACTOR shall provide an endorsement to CITY 13 establishing that CITY has been legally added as an additional insured to the insurance policies 14 required under this Agreement. Should any of the above described policies be canceled before 15 the expiration date thereof, the issuing company will endeavor to mail 30 day written notice to 16 the certificate holder named. 17 4. AUTHORITY, through its agreement with the CONTRACTOR, shall employ only qualified drivers 18 to operate any vehicles in performance of this Agreement. Prior to employment, 19 CONTRACTOR shall review the records maintained and made available by the Department of 20 Motor Vehicles regarding each of said drivers. Each of said drivers shall possess and maintain 21 any licenses or certificates required by law and necessary for their individual performances on 22 behalf of CONTRACTOR under this Agreement. AUTHORITY, through its agreement with 23 CONTRACTOR shall be solely responsible for the supervision of said drivers in the performance 24 of their duties. 25 5. Notwithstanding any other provision of this Agreement, AUTHORITY and CITY agree to comply 26 with all applicable federal, state and local laws and regulations. DP: JP AG5014 DOC Page 2 of 5 ' AGREEMENT NO. C-95-014 1 6. AUTHORITY shall ensure that CONTRACTOR establishes, maintains, and preserves records 2 which include and substantiate costs of all labor and materials related to the performance of this 3 Agreement and documentation which substantiates CONTRACTOR's performance of 4 transportation services pursuant to this Agreement. AUTHORITY, through its agreement with 5 CONTRACTOR, shall make all of the above records available, upon reasonable prior notice, to 6 CITY during regular business hours. 7 7. AUTHORITY shall indemnify, defend and save harmless CITY, its officers, directors, employees 8 and agents from and against any and all claims (including attorney's fees and reasonable 9 expenses for litigation or settlement) for any loss or damages for bodily injuries, including death 10 or loss of, damage to or loss of use of property caused by the negligent acts, omissions or willful 11 misconduct by AUTHORITY, its officers, directors, employees, agents, subcontractors or 12 suppliers in connection with or arising out of the performance of this Agreement. 13 8. CITY shall indemnify, defend and save harmless AUTHORITY, its officers, directors, employees 14 and agents from and against any and all claims (including attorney's fees and reasonable 15 expenses for litigation or settlement) for any loss or damages for bodily injuries, including death 16 or loss of, damage to or loss of use of property caused by the negligent acts, omissions or willful 17 misconduct by CITY, its officers, directors, employees, agents subcontractors or suppliers in 18 connection with or arising out of the performance of this Agreement. 19 9. CONTRACTOR shall pick up, transport and deliver such passengers at and to such locations 20 and at such times as are described in EXHIBIT A - STATEMENT OF SERVICES - attached 21 hereto and by this reference incorporated herein. 22 10. The initial term of this Agreement shall be one (1) year, commencing July 1, 1995, and expiring 23 at the end of business or 5:00 p.m. whichever occurs last on June 30. 1996. Upon mutual 24 agreement of both parties, the term of this Agreement may be extended for an additional 25 twelve 12 months, commencing July 1, 1996, and expiring at the end of business or 5:00 p.m. 26 whichever occurs last on June 30, 1997. DP'. JP AG5014DOC Page 3 of 5 1 11 2 3 4 5 6 7 8 9 10 11 12. 12 13 14 15 16 17 18 19 20 21 13. 22 23 24 14. 25 26 DP'JP AG5014. DOC AGREEMENT NO. C-95-014 For services provided by AUTHORITY under this Agreement for the initial term, CITY shall pay $1.15 per passenger trip up to but not to exceed the amount of Fifty -Six Hundred Dollars ($5,600.00), which would be the amount equivalent to the provision of the maximum number of passenger trips specified in EXHIBIT A - STATEMENT OF SERVICES. Should the option year be exercised upon mutual agreement of both parties CITY shall pay $1.54 per passenger trip. AUTHORITY shall submit monthly invoices to CITY for payment pursuant to this Agreement within 30 days after the close of each month. Failure of CITY to pay AUTHORITY amount due under this contract within 60 days from date of invoice shall entitle AUTHORITY to, in addition to any other legal remedies available to AUTHORITY, suspend or diminish its performance under this Agreement if it so elects. All notices pertaining to this Agreement, and any communications from the parties may be made by delivery of said notices in person or by depositing said notices in the U.S. Mail, registered or certified mail, return, receipt requested, postage prepaid and addressed as follows: To CITY: City of San Juan Capistrano City Hall 32400 Paseo Adelante San Juan Capistrano, CA 92675 Attention: Al King (714/443-6357) To AUTHORITY: Orange County Transportation Authority 550 South Main Street P.O. Box 14184 Orange, CA 92613-1584 Attention: Contracts Administrator (714/560-5614) Any of the parties may cancel this Agreement by giving thirty (30) days written notice of cancellation to the other party. In the event of termination or cancellation for any reason, CITY shall pay AUTHORITY for services rendered up to the effective date of termination. This document fully expresses all understandings of the parties concerning all matters covered and shall constitute the total Agreement. No prior written or oral provisions or understanding, between the parties shall have any force or affect. No addition to or alteration of the terms of Page 4 of 5 0 0 AGREEMENT NO. C-95-014 this Agreement shall be valid unless made in writing and formally adopted in the same manner as this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. CITY OF SAN J AN CAPISTRANO e M I ORANGE COUNTY TRANSPORTATION AUTHORITY By - Stan Oftelie �q Chief Executive Officer APPROVED A//,S//TO FORM: pp {) By�..ai)kg AY G hl Kennard R. Smart, Jr. General Counsel DP. JP AG5014 DOC Page 5of5 L OREEMENT NO. C-95-014 EXHIBIT A CITY OF SAN JUAN CAPISTRANO SENIOR TRANSPORTATION STATEMENT OF SERVICES 1. The AUTHORITY shall provide, through its agreement with a third party contractor, special agency transportation service to the city's designated senior centers for the purpose of community meals and related activities: San Juan Capistrano Sr. Center, 31421 La Matanza, San Juan Capistrano, CA 92675 The not -to -exceed contract amount shall be $5,600 which is equivalent to 4,870 passenger trips. Service shall not exceed this amount. 2. Service shall commence on July 1, 1995 if a contract is executed between the AUTHORITY and the contracting city. Contracts not executed shall result in an interruption of service. 3. The AUTHORITY shall schedule and operate a vehicle or vehicles Monday through Friday within normal business hours of the senior center(s) as specified above in Item 1 of the Statement of Services for senior participation. The service level will be determined by annual number of trips budgeted for the site. 4. The AUTHORITY at its discretion shall utilize vehicles for any purpose it deems necessary at any time when senior passengers are not being transported. The vehicles will be used for senior transportation for a designated period of time each day. 5. The AUTHORITY shall assign any equipment it feels appropriate for the needs of the client and we reserve the right to reassign both equipment and driver as needs may occur either for the passenger or for OCTA scheduling. 6. The AUTHORITY shall deny transportation to any passengers who may pose a danger to themselves, other passengers or the drivers or who may require special handling beyond the scope of the driver's responsibility and/or training, provided, that AUTHORITY shall at all times comply with applicable requirements of the Americans with Disabilities Act of 1990 and implementing regulations. • •REEMENT NO. C-95-014 EXHIBIT A 7. All rides provided by the AUTHORITY shall be on a space available basis and within the budgted amount of service for the center. Geographic considerations may affect the AUTHORITY's ability to schedule riders. The AUTHORITY will determine the number of individuals assigned to a given route to ensure maximum service quality and routing integrity. 8. Participants attending the senior center must reside in the same city as the center unless it is determined that no senior center is available within their city. In that case special arrangments will be made. 9. The AUTHORITY requires that all passengers be ready for the transportation vehicle at the scheduled pick up time. The drivers shall wait only five minutes after the scheduled time. If the passenger is not ready within this time the driver must proceed to the next location and the passenger will be recorded a a "No Show". 10. A Cancellation/No Show policy is in effect and will be adhered to. Cancellations must be made by 5:00 pm on the day prior to the trip. If the driver does not have the notification of the cancellation prior to arriving at a pick up address, the passenger will be marked as a No Show. 11. Service will be provided to the center within the budgeted number of trips per month. This will be monitored on a monthly basis and adjustments will be made to the service as necessary. 12. Invoicing for the service will be on a monthly basis within fifteen days after the end the service month ends. Payments must be made to OCTA within 60 days to ensure uninterrupted service. 13. The AUTHORITY contacts for this service shall be Invoicing and Payments Laurie Angel 560-5637 Contractual Issues Donna Pagel 560-5614 Service Issues Carolyn Furgeson 560-5918 ADA Elligibiltiy Lisa Molnar 560-5956 Any changes to the above structure will be provided to you in writing.