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.
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AGREEMENT NO. C-95-014
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3. AUTHORITY shall ensure that CONTRACTOR obtain at its sole cost and file with CITY, prior to
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exercising any right or performing any obligation pursuant to this Agreement and maintain for the
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period covered by the Agreement, the following insurance, which shall be full -coverage
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insurance not subject to self-insurance conditions:
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(1) Comprehensive General Liability insurance with at least One Million Dollars
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($1,000,000.00) per occurrence; and
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(2) Comprehensive Automobile Liability insurance of combined single limit Primary
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Bodily Injury and Primary Property Damage in an amount not less than Two Million Dollars
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($2,000,000.00) per occurrence.
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(3) Workers' Compensation insurance with limits established and required by the
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State of California.
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AUTHORITY shall ensure that CONTRACTOR shall provide an endorsement to CITY
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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
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to operate any vehicles in performance of this Agreement. Prior to employment,
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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
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behalf of CONTRACTOR under this Agreement. AUTHORITY, through its agreement with
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CONTRACTOR shall be solely responsible for the supervision of said drivers in the performance
24
of their duties.
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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.
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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
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transportation services pursuant to this Agreement. AUTHORITY, through its agreement with
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CONTRACTOR, shall make all of the above records available, upon reasonable prior notice, to
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CITY during regular business hours.
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7. AUTHORITY shall indemnify, defend and save harmless CITY, its officers, directors, employees
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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
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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.
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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
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misconduct by CITY, its officers, directors, employees, agents subcontractors or suppliers in
18
connection with or arising out of the performance of this Agreement.
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9. CONTRACTOR shall pick up, transport and deliver such passengers at and to such locations
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and at such times as are described in EXHIBIT A - STATEMENT OF SERVICES - attached
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hereto and by this reference incorporated herein.
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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.
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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
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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
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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.