Loading...
13-0701_AGE WELL SENIOR SERVICES_AgreementCITY OF SAN JUAN CAPISTRANO AGREEMENT WITH AGE WELL SENIOR SERVICES, INC. FOR SERVICES OVER $30,000 (Insurance Required) THIS AGREEMENT, is made and effective as of July 1, 2013, between the City of San Juan Capistrano, a municipal corporation ("City") and Age Well Senior Services, Inc. ("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on July 1, 2013, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2016, unless sooner terminated pursuant to the provisions of this Agreement. Such terms maybe extended for up to five (5) additional years upon written agreement of both parties to this Agreement. 2. SERVICES. Contractor shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Contractor shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE. Contractor shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Contractor represents to the City that it has the qualifications necessary to perform the tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. Contractor reserves the right to subcontract transportation services as necessary. 4. PAYMENT. a. The City agrees to pay Contractor monthly, in accordance with. the payment rates and terms and the schedule of payments as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed fifty thousand nine hundred sixty-eight dollars and seventy-five cents ($50,968.75) from July 1, 2013 through June 30, 2014 and fifty thousand nine hundred sixty-eight dollars and seventy-five cents ($50,968.75) annually through June 30, 2016 for a total of one hundred fifty-two thousand nine hundred six dollars and twenty-five cents ($152,906.25) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Any terms or conditions set forth on Exhibit A which do not describe the work to be performed, the payment rates and terms, or the payment schedule have not been agreed to by the City and shall not be deemed a part of this Agreement. b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Council or, if pursuant to its authority, the City Manager, or his or her designee. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager.or the City's representative and Contractor at the time City's written authorization is given to Contractor for the performance of said services. c. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. d. Notwithstanding the above provisions, Contractor shall not be paid for any work performed until it has submitted to the City a fully completed and executed Internal Revenue Service Form W-9. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice of termination. City shall not be obligated to explain its reasons for termination. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. Age Well Senior Services, may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, upon written notice by Age Well Senior Services, to the City at least thirty (30) days prior to the written notice of termination. c. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 3. 6. DEFAULT OF CONTRACTOR. a. The Contractor's failure to comply with the provisions of this Agreement shall constitute default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the City Manager or his or her delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, vehicle maintenance and repair records, 2 and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of four (4) years after receipt of final payment. 8. INDEMNIFICATION. The Contractor agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, officials, employees, and volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Contractor's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the negligence of the City. 9. INSURANCE REQUIREMENTS. a. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. b. Contractor agrees to provide insurance in accordance with the requirements set forth in Exhibit B. If Contractor uses existing coverage to comply with these requirements and that coverage does not meet the requirements set forth herein, Contractor agrees to amend, supplement or endorse the existing coverage to do so. 10. INDEPENDENT CONTRACTOR. a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES. The Contractor shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way 91 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CONTRACTOR iYee y: Marobitty ate Title: CEO By: Daniel C. Palumbo Date Title: COO CITY OF SAN JUAN CAPISTRANO EXHIBIT A TASKS TO BE PERFORMED AND PAYMENT 1. City entered into that certain cooperative agreement with Orange County Transportation Authority ("OCTA") for the Senior Mobility Program to provide certain senior transportation services. 2. City desires to use the services of Contractor to provide senior transportation services to be funded by the agreement between the City and OCTA. 3. Taxi Program: Taxi services to and from the San Juan Capistrano Community Center for the nutrition program and other programs, Monday through Friday. Taxi services shall be provided through a subcontract between Contactor and California Yellow Cab Company. Age Well Senior Services may also provide trips utilizing Age Well Senior Services drivers and vehicles. Wheelchair accessible vehicles must be available at all times. 4. Trip Rate. The trip rate for senior transportation services shall be $12 per one-way trip for the period of July 1, 2013 through June 30, 2014. The trip rate will be $12.36 from July 1, 2014 through June 30, 2015 and $12.73 from July 1, 2015 through June 30, 2016. 5. Contractor agrees to perform the services for City in a manner satisfactory to City. 6. Survey: Transportation services and demand will be assessed regularly to ensure the mobility needs of the residents are met and the program is operating efficiently. Survey results will be used to evaluate whether the transportation program is adequate or needs revision. EXHIBIT B INSURANCE REQUIREMENTS The following coverages will be provided by Contractor and maintained on behalf of the City and in accordance with the requirements set forth herein. Commercial General Liability/Umbrella. Primary insurance shall be provided on ISO - CGL form No. CG 00 01 11 85 or 88 or equivalent form, as determined by Risk Management staff. Total limits shall be no less than $2,000,000.00 per occurrence for all coverages and $2,000,000.00 general aggregate. City and its employees and agents shall be added as additional insureds using ISO additional insured endorsement form CG 20 10 11 85, or equivalent form, as determined by Risk Management staff (in no event will City accept an endorsement form with an edition date later than 1990). Coverage shall apply on a primary non- contributing basis in relation to any other insurance or self-insurance, primary or excess, available to City or any employee or agent of City. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Umbrella Liability Insurance (if necessary to meet limits requirements) shall apply to bodily injury/property damage, personal injury/advertising injury, at a minimum, and shall include a "drop down" provision providing primary coverage above a maximum $25,000.00 self- insured retention for liability not covered by primary policies but covered by the umbrella policy. Coverage shall be following form to any underlying coverage. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion. Policies shall have concurrent starting and ending dates. Business Auto/Umbrella Liability Insurance. Primary coverage shall be written on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto). Limits shall be no less than $1,000,000.00 per accident. Starting and ending dates shall be concurrent. If Contractor owns no autos, a non -owned auto endorsement to the General Liability policy described above is acceptable. Workers' Compensation/Employer's Liability shall be written on a policy form providing workers' compensation statutory benefits as required by law. Employer's liability limits shall be no less than one million dollars per accident or disease. Employer's liability coverage shall be scheduled under any umbrella policy described above. Unless otherwise agreed, this policy shall be endorsed to waive any right of subrogation as respect to the City, its employees or agents. Professional Liability Insurance. Coverage shall be written on a policy form that provides professional liability insurance, errors and omissions or equivalent coverage appropriate to the Contractor's occupation or service. The policy limit shall be no less than $2,000,000.00 per claim and in the aggregate. Contractor and City further agree as follows: 1. This Exhibit supersedes all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 2. Nothing contained in this Exhibit is to be construed as affecting or altering the legal status of the parties to this Agreement. The insurance requirements set forth in this Exhibit are 8 intended to be separate and distinct from any other provision in this Agreement and shall be interpreted as such. 3. All insurance coverage and limits provided pursuant to this agreement shall apply to the full extent of the policies involved, available or applicable. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. Requirements of specific coverage features or limits contained in this Exhibit are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any party to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 5. For purposes of insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards, performance of this Agreement. 6. All general or auto liability insurance coverage provided pursuant to this Agreement, or any other agreements pertaining to the performance of this Agreement shall not prohibit Contractor, and Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City. 7. Unless otherwise approved by City, Contractor's insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best's" Insurance Guide rating of "A:VII+." Self-insurance will not be considered to comply with these insurance specifications. 8. In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor. 9. Contractor agrees to provide evidence of the insurance required herein, satisfactory to City, consisting of certificate(s) of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability and umbrella liability policies (if any) using ISO form CG 20 10 11 85 or equivalent form, as determined by Risk Management staff. Contractor shall also provide a waiver of subrogation endorsement to Contractor's workers' compensation policy applicable to the City. Certificate(s) are to reflect that the insurer will provide 30 days notice of any cancellation of coverage and all policies must be endorsed accordingly. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation and to delete the word "endeavor" with regard to any notice provisions. Contractor agrees to provide complete copies of policies to City upon request. 10. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. 6 11. Contractor's insurance presented in compliance with these specifications shall not include self-insured retentions or deductibles unless declared to the City and approved by the City Manager. The City may require evidence of financial security if deductibles or self-insured are part of the Contractor's liability program. 12. Any actual or alleged failure on the part of City or any other additional insured under these requirements to obtain proof of insurance required under this Agreement or to inform Contractor of noncompliance with any insurance requirements in no way waives any right or remedy of City or any additional insured, in this or any other regard. 13. Contractor agrees to require all subcontractors or other parties hired for this project to provide general liability insurance naming as additional insureds all parties to this Agreement. Contractor agrees to obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required here. Contractor agrees to require that no contract used by any subContractor or contracts Contractor enters into on behalf of City, will reserve the right to charge back to City the cost of insurance required by this agreement. Contractor agrees that upon request all agreements with subcontractors or others with whom Contractor contracts with on behalf of City, will be submitted to City for review. Failure of City to request copies of such agreement will not impose any liability on City, or its employees. 14. If Contractor is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its Managers, Affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds. 15. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor that includes City as a defendant. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 16. It is agreed that insurance provided pursuant to these requirements will not be limited to coverage for the vicarious liability or supervisory role of any additional insured. All insurance coverage and limits provided are intended to apply to the full extent of the policies. Nothing contained in this agreement limits the application of such insurance coverage. 10 Client#: ),../96 _GEWELI ACORDTM CERTIFICATE OF LIABILITY INSURANCE D8 8/02/ /DD/YYYY) /02/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI of Southern California SCP Lic # 0351162 29A Technology Drive Irvine, CA 92618 CONTACT Ray Thrall HONE FAX A/c, No Ext :949 790-9423 A/C No): 484 652-5069 E-MAIL usi.bizmond.thrall ADDRESS: ra Y @ INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Philadelphia Indemnity Ins 18058 INSURED Age Well Senior Services 24300 EI Toro Road, Bldg. A, Suite 2000 Laguna Woods, CA 92637 INSURER B: NonProfits' United 36684 INSURER C: INSURER D: INSURER E INSURER F: GENERAL AGGREGATE $2,000,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRTYpE LTR OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE A OCCUR X PHPK1038863 7/01/2013 07/01/2014 EACH OCCURRENCE $1,000,000 PREMISES RENTED oNc E ence $100,000 MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $2,000,000 $ B AUTOMOBILE X X rAUTOS LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED 1096 7/01/2013 07/01/201 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident A X UMBRELLA LIAB EXCESS LIAB I X OCCUR CLAIMS -MADE PHUB425403 7/01/2013 07/01/201 EACH OCCURRENCE $2,000,000 AGGREGATE s2,000,000 DED I X RETENTION $1O 000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVEE.L. OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A NPUWCGO012013 1/01/2013 01/01/2014 X I WCSTATU- OTH- EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A D&O Empl. Pract. Liab PHSD854633 PHSD854633 7/01/2013 7/01/2013 07/01/2014 07/01/201 $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate Holder has been requested to be named as an additional insured in respects to the General Liability policy. City of San Juan Capistrano SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: City Manager ACCORDANCE WITH THE POLICY PROVISIONS. 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S10578202/M 10342926 11 RGTJG