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1998-0703_OC TRANSPORTATION AUTHORITY_Agreement Amd No. 11 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 . N 0 0 AMENDMENT NO. 1 TO AGREEMENT NO. C-7-0390 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF SAN JUAN CAPISTRANO THIS AMENDMENT NO. 1 is made and entered into thisqday of `S 1998, by and between the Orange County Transportation Authority ("AUTHORITY" )artd the City of San Juan Capistrano ("CITY'), WITNESSETH: WHEREAS, by Agreement No. C-7-0390 dated July 1, 1997, AUTHORITY and CITY entered into a Agreement for CITY to purchase transportation services from AUTHORITY for the purpose of providing a means for seniors to participate in the Area Agency on Aging (AAA) senior nutritional program; and WHEREAS, AUTHORITY and The Area Agency on Aging (AAA) have agreed to a sixty day extension of Agreement No. C-93-629; and WHEREAS, AUTHORITY requests and CITY has agreed to extend the term of the Agreement for Two (2) months with no changes to the cost per passenger trip or to the terms and conditions; NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that Agreement No. C-7-0390 is hereby amended in the following particulars only: Amend paragraph 10, Page 3 of 6, line 24, to delete "June 30, 1998" as the expiration date of this Agreement and in lieu thereof insert "August 31, 1998." Page 1 of 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RP:CF 0 AMENDMENT NO. 1 TO AGREEMENT C-7.0390 The balance of said Agreement remains unchanged. This Amendment No. 1 shall be made effective July 1, 1998. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-7-0390 to be executed on the date first above written. CITY OF SAN JUAN OAPISTRANO ORANGE COUNTY TRANSPORTATION AUTHORITY no By n Shaw Name r i r)z n+rr,rnpy 90390DOC By Corey Crease Section M�paQ — Procurement APPROVED AS TO FORM: ByL:::r�o Kennard R. Smart, Jr. General Counsel Page 2 of 2 AGREEMENT NO. C-7-0390 1 AGREEMENT 2 THIS AGREEMENT, is entered effective July 1, 1997, 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 ("AUTHORIW). 5 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 15 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 is 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. Page 1 of 6 RL JS AGREEMENT NO. C-7-0390 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 Each policy of insurance required in subsections (1) and (2) shall name CITY as an additional 13 insured with respect to performance hereunder. Should any of the above described policies be 14 canceled before the expiration date thereof, the issuing company will endeavor to mail 30 day 15 written notice to the certificate holder named. 16 4. AUTHORITY, through its agreement with the CONTRACTOR, shall employ only qualified drivers 17 to operate any vehicles in performance of this Agreement. Prior to employment, 18 CONTRACTOR shall review the records maintained and made available by the Department of 19 Motor Vehides regarding each of said drivers. Each of said drivers shall possess and maintain 20 any licenses or certificates required by law and necessary for their individual performances on 21 behalf of CONTRACTOR under this Agreement. AUTHORITY, through its agreement with 22 CONTRACTOR shall be solely responsible for the supervision of said drivers in the performance 23 of their duties. 24 5. Notwithstanding any other provision of this Agreement, AUTHORITY and CITY agree to comply 25 with all applicable federal, state and local laws and regulations. 26 Page 2 of 6 AGREEMENT NO. C-7-0390 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 attorneys 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 ads, 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 ads, 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 term of this Agreement shall be one (1) year, commencing July 1, 1997, and expiring at the 23 end of business or 5:00 p.m. whichever occurs last on June 30. 1998. 24 11. For services provided by AUTHORITY under this Agreement, CITY shall pay AUTHORITY the 2s amount of One Dollar and Twenty-Eight Cents ($1.28) per passenger trip up to but not to 26 exceed the amount of Seven Thousand Dollars ($7,000.00), which would be the amount CSE CAUWORDPROCUGREEMG70390.DOC Page 3 of 6 AGREEMENT NO. C-7-0390 1 equivalent to the provision of the maximum number of passenger trips specified in EXHIBIT A - 2 STATEMENT OF SERVICES. AUTHORITY shall submit quarterly invoices to CITY for payment 3 pursuant to this Agreement within 30 days after the close of each of the following periods: for 4 period July 1, 1997 through September 30, 1997; for the period October 1, 1997, through s December 31, 1997; for the period January 1, 1998, through March 31, 1998; and for the period 6 April 1, 1998, through June 30, 1998. Failure of CITY to pay AUTHORITY amount due under 7 this contract within 60 days from date of invoice shall entitle AUTHORITY to, in addition to any 8 other legal remedies available to AUTHORITY, suspend or diminish its performance under this 9 Agreement if it so elects. 10 12. Availability of Funds 11 a. It is mutually understood between the parties that this Agreement may have been written 12 before ascertaining the availability of congressional or legislative appropriation of funds, 13 for the mutual benefit of both parties in order to avoid program and fiscal delays which 14 would occur if the Agreement were executed after that determination was made. 15 b. This Agreement is valid and enforceable only if sufficient funds are made available to the 16 State by the Congress or the Legislature for the Fiscal Year 1997-98, for the purposes of 17 this program. In addition, this Agreement is subject to any additional restrictions, 18 limitations, or conditions or any statute enacted by the Congress or the Legislature which 19 may affect the provisions, terms, or funding of this Agreement in any way. 20 C. It is mutually agreed that if the Congress or the Legislature does not appropriate 21 sufficient funds for this program, this Agreement shall be amended to reflect any 22 reduction in funds. 23 d. In the event that insufficient funds are appropriated, this Agreement may be canceled at 24 any time by either party, by giving thirty (30) days written notice to the other party. 25 e. AUTHORITY has the option to void this Agreement under the thirty (30) day cancellation 26 clause or to amend the Agreement to reflect any reduction of funds. Page 4 of 6 RL. JS AGREEMENT NO. C-7-0390 1 13. All notices pertaining to this Agreement, and any communications from the parties may be made 2 by delivery of said notices in person or by depositing said notices in the U.S. Mail, registered or 3 certified mail, return, receipt requested, postage prepaid and addressed as follows: 4 To CITY: To AUTHORITY: 5 City of San Juan Capistrano Orange County Transportation Authority 6 31421 La Matanza Street 550 South Main Street 7 San Juan Capristano, CA 92675 P.O. Box 14184 8 Attention: Linda Evans Orange, CA 92863-1584 9 (714/443-6390) Attention: Procurement Administrator 10 (714/560-5609) 11 14. Any of the parties may cancel this Agreement by giving thirty (30) days written notice of said 12 cancellation to the other party. In the event of termination or cancellation for any reason, CITY 13 shall pay AUTHORITY for services rendered up to the effective date of such termination. 14 15. This document fully expresses all understandings of the parties concerning all matters covered 15 and shall constitute the total Agreement. No prior written or oral provisions or understanding, between 16 the parties shall have any force or affect. No addition to or alteration of the terms of this Agreement 17 shall be valid unless made in writing and formally adopted in the same manner as this Agreement. 18 / 19 / 20 / 21 / 22 / 23 / 24 / 25 / 26 / 9O4E ICAUWORDPROCAGREEUG]0 .DOC Page 5 of 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 RL'.:JS 0 • AGREEMENT NO. C-7-0390 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. CITY OF JUAN CAP TRANO By O GE UNTY TRANSPORTATIONAUTHORITY By I/JA- sa ills hief ecutive Officer A" AS TO FORM: m General Counsel Page 6 of 6 I 4ZAS TO FORM AGREEMENT NO. C-7-0390 EXHIBIT A STATEMENT OF SERVICES FOR CITY OF SAN JUAN CAPISTRANO SENIOR TRANSPORTATION 1. The AUTHORITY, through CONTRACTOR, shall provide special agency transportation service to the following senior centers for the purpose of community meals and related activities: San Juan Capistrano Senior Center 2. Service shall commence on July 1, 1997 when a contract is executed between the AUTHORITY and the contracting CITY. Contracts not executed within thirty (30) days after the effective date shall result in an interruption of service. 3. The AUTHORITY, or its CONTRACTOR, upon approval and direction by the AUTHORITY, shall schedule and operate a vehicle or vehicles Monday through Friday within the hours mutually agreed upon by the Authority and the senior center. The service level will be determined according to the provisions stated in ARTICLE 12, "Availability of Funds", found in Agreement No. C-7-0390. 4. The AUTHORITY at its discretion shall assign vehicles it deems necessary for this transportation. The model and configuration of the vehicle may vary from time to time. The vehicles are not for the sole purpose of the senior transportation and there may be ACCESS rides booked on the routes. 5. The CONTRACTOR, upon approval and direction of the AUTHORITY, shall assign any equipment it feels appropriate for the needs of the client and reserves the right to reassign both equipment and drivers as needs may occur either for the passengers or for AUTHORITY scheduling. 6. The AUTHORITY or its CONTRACTOR, upon approval and direction of AUTHORITY, shall deny transportation to any passengers who may pose a danger to themselves, other passengers or the drivers or who may require special handing beyond the scope of the driver's responsibility and/or training. 7. All rides provided shall be on a space available basis. Geographic considerations may affect the AUTHORITY's ability to schedule riders. RL CF M]CAMM\CLERICAL\WORDPROC\AGREEIAG70390S. DOC DOC Page 1 of 2 AGREEMENT NO. C-7-0390 EXHIBIT A 8. 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 as a "No Show". The CITY will be billed for all "No Shows" at the rate of $1.28 each. 9. Cancellations must be called in or faxed to AUTHORITY before 5:00 p.m. on the day prior to the trip. The fax number is (714) 560-5979. Same day cancellations will be handled as a "No Show" and the CITY will be billed at the same rate as "No Shows" for these trips. 10. The CITY has budgeted $7,000.00 for FY 97-98. The service provided to the center(s) shall not exceed this amount. This is used as a Not -To -Exceed amount. The estimated number of trips for all centers from July 1, 1997 through June 30, 1998 is 5,469. The AUTHORITY does not guarantee that all trips budgeted for will be provided. 11. A Report will be provided to the CITY on a monthly basis reflecting the number of trips used. Invoicing for the service will be on a quarterly basis within twenty (20) days after the third service month ends. Payments must be made to AUTHORITY within 60 days to ensure uninterrupted service. 12. Any concern or issue regarding the contract, service, billing, etc. should be directed to Lisa Molnar, Access Eligibility Administrator at (714) 560-5956. RL CP M. �CAMMWLERICALWORDPROCWGREE G703WS.DOC. DOC Page 2 of 2 m OCTA BOARD OF DIRECTORS Sarah L Can Chairman Thomas W Wilson Vice -Chairman Lauraon Cook Director Tom Daly Director Miguel Pulido Director Charles V Smith Director Todd Spitzer Director William G. Steiner Director Robert P. Wahlstrom Director Michael Ward Director Susan Withrow Director Mike McManus Governor's Ex.Oryicio Member Arthur C. Brown Alternate James W Silva Alternate GregoryT Winterbottom Alternate i July 31, 1998 Linda Evans CITY OF SAN JUAN CAPISTRANO 32400 Paseo Adelanto San Juan Capistrano, CA 92675 • Subject: Amendment 1 to Agreement C-7-0390 Dear Mr. Evans: Enclosed for your records is a copy of the above -referenced subject. If you have any questions, please feel free to call me at 714/560-5621. Sincerely, Arlene Terry Contracts Administration and Materials Management Administrative Coordinator Enclosure Orange County Transportation Authority 550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560 -OCTA (6282)