HomeMy WebLinkAboutFirst Transit 6.13Attachment-2
AGREEMENT
BETWEEN
CITY OF SAN LUIS OBISPO
AND
FIRST TRANSIT, INCORPORATED
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TABLE OF CONTENTS
Topic
Agreement
Purpose
Scope-oÊWork
Time Period
Maximum Obligation
Price Formula
Invoice
Payment
Farebox Revenue
Control
Management
Medical Assistance to Passengers
Uniforms
Modifications of Agreement
Contract Assignments
Disputes
Stop-V/ork
Termination
Communications
Proprietary Rights
Shortages and Delays
Audit
Transportation Data Reporting
Workers' Compensation
Contractor's Employee Responsibilities
Transit Employee Protective Agreements
Insurance
Letter of Credit
Fidelity Bond
Prime Contractor Responsibilities
Nondiscrimination
Disadvantage Business Enterprise
Conflict of Interests
Conflict of Transportation Interests
Title to Supplies and Equipment
Headings
Retention of Records
Right to Adequate Assurance of Performance
Indemnification
Topic
Page
Cover
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Merger
Additional Services
Changes in Scope-of-V/ork
Conflicting Use
Liaison
Failure to Perform
Liquidated Damages
Waivers
Interpretation, Jurisdiction, and Venue
Severability
Debarred Bidders
General Equipment Requirements
Public Contact Code Secti on l0l 62 Questionnaire
Integrity Certification
Energy Conservation
Air Pollution
Federal Changes
Clean Water
Privacy
Arbitration
Disclosure of Lobbying Activities
Non-Collusion Affi davit
Interest of Members of or Delegates of Congress
Drug-Free V/orþlace
Contractor' s Representations
Contractor' s Eligibility
Program Fraud and False or Fraudulent Statements and
Related Acts
Governing Law
Patent Rights
Attorneys'Fees
Recycled Products
Civil Rights
Charter Service
School Bus Service
No Government Obligation to Third Parties
Incorporation of Federal Transit Administration (FTA) Terms
Drug and Alcohol Testing
Uses of Buses and Equipment
Agreement Signatures
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AGREEMENT
THIS AGREEMENT is entered into this _ day of June 2013, by and between the CITY OF SAN
LUIS OBISPO, California, hereinafter referred to as "CITY" and "FIRST TRANSIT", hereinafter
referred to as "Contractor".
WITNESSETH
WHEREAS, Contractor has the management and technical personnel, expertise and other
assets useful for the support of City's transportation project; and
WHEREAS, Contractor is desirous of providing such services;
NO'W, THEREFORE, in consideration of the foregoing recital and covenants and agreements
of each of the parties herein set forth, the parties hereto do agree as follows:
Purpose. City hereby contracts with Contractor to provide transportation management,
maintenance, and operation services upon the terms and conditions hereinafter set forth.
Scope-of-\Mork. Contractor shall provide the services as previously agreed and set forth in
Exhibit A, supplemented by Attachment #2 except when inconsistent with Exhibit A.
Subject to the terms and conditions set forth in this agreement, Contractor will provide the
services to be rendered as set forth in the Scope of Work in Exhibit A and subsequent
addendums per Form 1.3 attached hereto and by reference incorporated herein and made a
part hereof.
Time Period. The term of this agreement shall be from July l, 2013 to June 30,2016.
Contractor shall commence transit service operations of City's transportation project on July
1,2013, and continue operation through June 30, 2016 within the budget defined under the
heading "Maximum Obligation".
Maximum Obligation. City agrees to pay Contractor in consideration for its services as
described herein. The maximum cost to be paid by City to Contractor shall not exceed the
following amount.
FY 2013-14-52,021,549
FY 2014-15-52,070,373
FY 2015-16-52,128,475
Price Formula. The price formula will be based on two (2) tiers the City agrees to pay the
Contractor for performance of the service set forth in this Agreement as follows:
a. Tier 1. Payment of a fixed mileage rate, per revenue vehicle mile, in the following
fiscal year:
FY 2013-14 52.705 for revenue service, not to exceed $1,064,566
FY 2014-15 $2.805 for revenue service, not to exceed $1,104,168
FY 2015-16 $2.913 for revenue service, not to exceed $1,146,454
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The City will continue to pay for additional service trip revenue miles as approved by the
transit manager. These types of trips include: any sweeper service needed at the start of the
Cal Poly school year, additional vehicles that may be necessary to perform service when the
double deck bus is out of service for maintenance, and other specialty trips. The City will not
pay for additional shadow buses that are required to get individual route trips back on
schedule if running late due to detours, passenger loads etc.
Revenue vehicle miles will be calculated by determining the mileage of the actual distance
that each bus travels during revenue service. Revenue vehicle miles during revenue service
are solely based upon the published route alignment approved by City. Mileage and time
from the bus yard to the first scheduled service stop and the mileage and time from the last
scheduled service stop to the bus yard arc excluded. Time miles for driver meals, training,
maintenance, and any other miles and time when transit buses are not operating the public
bus schedule available for passengers paying fares are specihcally excluded from use in the
price formula.
The revenue mileage rate shall compensate Contractor for vehicle operator's wages and
fringe benehts, purchase of bus parts and components, oil, lubricants, grease, batteries,
mechanic supplies, antifreeze, and tires, bus cleaning supplies, radio maintenance.
The City will pay all fuel related costs for Revenue, staff vehicles and City owned support
vehicles are to be used exclusively for Street Supervisor and Maintenance duties. The City
will receive a monthly fuel credit if these vehicles are used in non contractual related
operations support such as to shuttle FT drivers to/from the DTC or other locations such as
Cal Poly. The Transit Manager will be notified on each occasion that a City vehicle is used
for this purpose and the circumstances. City support vehicles will keep a trip log approved by
the Transit Manager. City owned vehicles are not allowed to travel out of the City of San
Luis Obispo without authorization of the Transit Manager in advance.
The revenue vehicle mileage rate assumes all variable and consumable costs of the
Contractor.
b. Tier 2. Payment of a fixed monthly management fee per service month in the following
fiscal year:
FY 2013-14-579,749 for management services, not to exceed $956,982
FY 2014-15-$80,517 for management services, not to exceed $966,205
FY 2015-16-$81,835 for management services, not to exceed $982,020
The monthly rate shall compensate Contractor for all fixed costs, including, but not limited,
to all the cost elements assigned to Contractor in Section 3, except those included in
paragraph 5(a) of this Agreement. It shall also include the insurance premium.
Cify Responsibilities. City shall provide the facilities located at 29 Prado Road, San
Luis Obispo, California, which includes Operations Offrces, dispatch area, driver's
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lounge, garage and parking facilities, licensed mobile radio system and radio system
maintenance, vehicles and licenses, tickets, coupons and transfers, coupon and ticket
sales, printed timetables, service marketing and promotion, service planning and system
monitoring.
Invoice. Contractor shall submit monthly invoices to City for services provided as follows:
all revenue vehicle mileage costs, total vehicle mileage costs, the fixed monthly management
fee, reimbursements andfuel Ìn accordance to Exhibit A, Scope-of-Work, Section 3.23.13.
Services as revised and reimbursements shall be invoiced to City not later than the tenth
(10th) day of the month following the service month provided. No charge will be allowed
for missed revenue vehicle miles during revenue service. Fixed monthly rate shall be
billed monthly. All required reports and submissions as described in attached Exhibit A,
shall be accurately completed and submitted to City prior to payment of monthly fee.
Payment. All payments by City shall be made in arrears after the service has been provided.
Payment shall be made by City no more than thirty (30) days from City's receipt of the
invoice. Payment will be made on a monthly basis. If City disputes any items on an invoice
for a reasonable cause, City may deduct that disputed item from the payment but shall not
delay payment for the undisputed portions.
The amounts and reasons for such deletions shall be documented to Contractor within fifteen
(15) working days after receipt of invoice by City. City shall assign a sequential reference
number to each deletion.
Payments shall be by voucher or check payable to and mailed first class to:
FIRST TRANSIT. INC.
CHICAGO.TL 60673-1221
Farebox Revenue. All farebox revenues collected by Contractor are the property of City.
Operating revenues include all fares, sales of tickets and passes, and advertising sales.
Contractor shall be responsible for handling farebox revenues in the manner discussed in
Exhibit A, Scope of Work, Section 3 and as necessary for City to meet state and federal
funding sources.
Control. In performing the services under this Agreement, the Contractor shall act as an
Independent Contractor and shall have full control of the work and the manner in which it is
performed. Contractor in no circumstances shall be considered as an agent or employee of
City, and Contractor's employees are not entitled to participate or be part of any pension
plan, insurance, bonus, or any similar benefits, which City provides its employees. A
certificate must be completed and submitted with the bid (Refer to Certification2.T).
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Management. During the terms of this Agreement, Contractor shall provide sufficient
executive administrative personnel as shall be necessary and required to perform it duties and
obligations under the terms hereof, and described in attached Exhibit A, Scope-of-Work. All
management personnel to be employed must be committed exclusively to the performance of
work on City's project and shall not perform any other services for Contractor or other entity.
Management personnel shall be full-time employees of Contractor.
Medical Assistance to Passengers. Contractor's employees shall not be required to perform
any medical or quasi-medical functions for passengers. In the event of illness on board a
vehicle, the driver shall advise the dispatcher by radio and may proceed immediately to a
medical facility for help, on the instructions of dispatcher.
Uniforms. Contractor shall purchase uniforms as specified by City for all employees and
shall require the employees to wear them in accordance to Exhibit A, Scope of Work, Section
3. The design, type and logo of the uniforms shall be subject to City's approval. Uniforms
shall include, but not be limited to shirts, pants and jackets. Drivers shall be required to
maintain neat and clean appearances. Uniforms shall be approved by the Transit Manager.
Modifications of Agreement. This writing constitutes the entire Agreement between the
parties relative to the matter of this Agreement and no modification hereof shall be effective
unless and until such modification is evidenced in writing signed by both parties to this
Agreement. There are no understandings, agreements or condition with respect to the subject
matter of the Agreement except those contained in this writing.
In the event that City determines in its sole discretion that it must require Contractor to
register the vehicles identified as inventory in Exhibit A ("Leased Vehicles") in its name
while City retains ownership title to the Leased Vehicles to comply with risk management
policies ("Determination"), then City and Contractor shall renegotiate this Agreement to
require Contractor to register the Leased Vehicles in its name with registration cost
reimbursed by the City and with the City retaining ownership title to the Leased Vehicles.
The Parties shall have three (3) months from the date that City notifies Contractor of its
Determination to renegotiate and execute a modification to this Agreement ("Renegotiation
Period") unless the Parties agree in writing to extend Renegotiation Period. If the
Renegotiation Period ends without the Parties executing a modification to the Agreement,
Contractor agrees to waive the ninety day (90) day notice of termination it is entitled to under
parugraph l7(a) if City exercises its right to terminate the Agreement pursuant to paragraph
17(a) within ten (10) days of the Renegotiation Period expiring.
Contract Assignments. This contract shall not be sold, assigned, transferred, conveyed or
encumbered in whole or in part by Contractor without the prior written consent of City.
Contractor shall not sell or otherwise transfer its interest in this contract without prior written
notification to City. Upon receiving such notification from Contractor, City may, at its sole
discretion, decide to exercise its right to terminate this contract. Contractor may assign this
Agreement if the assignment is made to a parent, subsidiary, related or affiliated company.
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Subject to the provision regarding assignment, this contract shall be binding upon the heirs,
executor, administrators, successors and assigns of the respective parties.
Disputes. Except as otherwise provided in this contract, any dispute concerning a question of
fact arising under this contract which is not disposed or by agreement shall be decided by
City's Transit Manager, who shall reduce his decision to writing and mail or otherwise
furnish a copy thereof to Contractor. The decision of the Transit Manager shall be final and
conclusive unless within thirty (30) days from the date of receipt of such copy, Contractor
mails or otherwise furnishes to City's Public'Works Director a written appeal.
The decision of the Public Works Director shall be final and conclusive unless within thirty
(30) days from the date of receipt of such copy, Contractor mails or otherwise furnishes to
City's City Council a written appeal.
The decision of City Council for the determination of such appeals shall be final and
conclusive unless determined by arbitration under the rules of the California Arbitration Act
(CCP 1280-1294.2) to have been determined fraudulent, or capricious, arbitrary, or so
grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence.
In connection with any appeal proceeding under this clause, Contractor shall be afforded an
opportunity to be heard and to offer evidence in support of its appeal. Pending final decision
of a hereunder, Contractor shall proceed diligently with the performance of the contract and
in accordance with the Transit Manager's decision.
This paragraph does not preclude consideration of law questions in connection with decisions
provided for in this clause, provided that nothing in this contract shall be construed as
making hnal decision of any administrative off,rcial, representative or board on a question of
law.
Stop-Work. City may stop work on its transportation system upon forty-eight (48) hours
written notice to Contractor. City shall be liable for all relevant costs defined under Section
6 incurred prior to the stop-work period and for restart, if any.
Termination. The contract may be terminated for reasons of City's convenience or
Contractor's breach or insolvency. Notice of termination shall be accomplished by
registered, certified or express mail pursuant to the provisions of section 18.
^. Termination for Convenience. City may terminate this contract, in whole or in part, at
any time by ninety (90) days written notice to the Contractor when it is in the City's best
interest. The Contractor shall be paid its costs, including contract closeout costs, and
profit on work performed up to the time of termination. The Contractor shall promptly
submit its termination claim to City to be paid the Contractor. If the Contractor has any
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property in its possession belonging to City, the Contractor will account for the same, and
dispose of it in the manner City directs.
Contractor may terminate this Agreement for convenience upon sixty (60) days notice to
the City.
b. Termination for Breach or Cause. If the Contractor does not deliver supplies in
accordance with the contract delivery schedule, or, if the contract is for services, the
Contractor fails to perform in the manner called for in the contract, or if the Contractor
fails to comply with any other provisions of the contract, City may terminate this contract
for default. Termination shall be effected by serving a notice of termination on the
Contractor setting forth the manner in which the Contractor is in default. The Contractor
will only be paid the contract price for supplies delivered and accepted, or services
performed in accordance with the manner of performance set forth in the contract.
If it is later determined by City that the Contractor had an excusable reason for not
performing, such as a strike, frre, or flood, events which are not the fault of or are beyond
the control of the Contractor, City, after setting up a new delivery of performance
schedule, may allow the Contractor to continue work, or treat the termination as a
termination for convenience.
c. Opportunity to Cure.
If Contractor fails to remedy or fails to take steps to remedy to City's satisfaction the
breach or default or any of the terms, covenants, or conditions of this Contract within
thirty (30) days after receipt by Contractor or written notice from City setting forth the
nature of said breach or default, City shall have the right to terminate the Contract
without any further obligation to Contractor. Any such termination for default shall not in
any way operate to preclude City from also pursuing all available remedies against
Contractor and its sureties for said breach or default.
d. Waiver of Remedies for any Breach. In the event that City elects to waive its remedies
for any breach by Contractor of any covenant, term or condition of this Contract, such
waiver by City shall not limit City's remedies for any succeeding breach of that or of any
other term, covenant, or condition of this Contract.
Communications. All notices hereunder and communications with respect to this
Agreement shall be effective upon the mailing thereof by registered or certified mail, return
receipt requested, and postage prepaid to the persons named below:
MR. BRAD THOMAS. PRESIDENT
FIRST TRANSIT INC.
CINCINNATI, OH 45202
If to Contractor:
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With Copy to MR. NICK PROMPONAS
SENIOR VICE PRESIDENT
FIRST TRANSIT INC
7581 V/ILLOW DRIVE. SUITE 103
TEMPE, AZ 85283
FIRSTGROUP AMERICA
600 VINE STREET. SUITE 14OO
CINCINNATI, OH 45202
ATTENTION: GENERAL COUNSEL
If to City City of San Luis Obispo
919 Palm Street
San Luis Obispo, CA 93401
Attn: Transit Manager
All other communications, invoices, reports, etc., shall be made to the Transit Manager of
City.
Proprietary Rights. All inventions, improvements, discoveries, proprietary rights, patents
and copyrights made by Contractor under this Agreement shall be made available to City
with no royalties, charges or other costs, shall be governed by the provisions of 49 C.F.R
18.34. All manuals prepared by Contractor under this Agreement shall be made available to
City at no charge and become property of City. The required financial and activity reports
per other sections of this Agreement are excluded from this provision and shall be owned by
City. City may make presentations and releases relating to the project. Any report, public
releases, papers and other formal publications shall be subject to the approval of City, and if
appropriate, the Federal Government, before they are released.
Shortages and Delays. Contractor shall not be held responsible for losses, delays, failure to
perform, or excess costs caused by events beyond the control of Contractor. Such events
may include, but are not limited to, the following: Acts of God, fire, epidemics, earthquake,
flood, or other natural disaster, acts of government or public, terrorism, riots, war, civil
disorder, or fuel shortages. However, Contractor shall not receive payment for the revenue
vehicle mileage rate and shall only receive the mutually agreed direct and indirect monthly
fee during the period of time that service is not provided. Contractor also grants City the
right to provide these services through other means on a temporary basis should Contractor
be unable to perform said services.
2I. Audit. Contractor shall comply with the following:
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(a) General. Contractor shall permit the authorized representatives of City, Metropolitan
Planning Organization, State of Califomia, the U.S. Department of Transportation,
Federal Transit Administration, and the Comptroller General of the United States to
inspect and audit all data and records of the Contractor relating to performance under this
Agreement. Contractor shall submit quarterly an unaudited report of actual
expenditures (both direct and indirect costs) per the Uniform System of Accounts
(Section 15).
(b) Audit Settlement. At any time, City may, at its own cost, conduct or have conducted an
audit of the Contractor. If the audit determines that City's dollar liability for Contractor's
services is less than payments made by City to Operator, then Contractor will pay the
difference in cash to City, or, at City's option, credit such overpayment against any future
amounts owed by City to Contractor. If the audit determines that City's dollar liability
for services provided under the contract is more than payments made by City to
Contractor, then City will pay the difference to Contractor in cash.
Transportation Data Reporting. Contractor collects and reports operating and financial
data to City in accordance with the California Public Utilities Code, Chapter 4, Section
99243, and California Administrative Code Title 2I, Chapter 3, Subchapter 2, as required
under California Transportation Development Act, and of the Uniform Financial Accounting
and Reporting Elements (FARE) as required under FTA National Transit Database (formerly
known as Section 15 of the Urban Mass Transportation Act of 1964).
'Worker's Compensation. Contractor certifies that it is aware of the provisions of the Labor
Code of the State of California, which require compensation or to understand self-insurance
in accordance with the provisions of that Code, and it certihes that it will comply with such
provisions before commencing the perfoÍnance of the work of this Agreement.
Contractors' Employee Responsibilities. Employees shall at all times remain the sole
employees of Contractor, and Contractor shall be solely responsible for payment of all
employees' wages and benefits. Contractor, without any cost or expense to City, shall
faithfully comply with the requirements of all applicable State and Federal enactments with
respect to employer's liability, workers' compensation, unemployment insurance and other
forms of Social Security, and also with respect to withholdings of income tax at its source
from wages of said employees and shall indemni$' and hold harmless City from and against
any and all liability, damages, claims, costs and expenses of whatever nature arising from
alleged violation of such enactments or from any claims of subrogation provided for in such
enactment or otherwise. The Contractor shall comply with the requirements of FTA Grant
Agreement, Part II, Section 119(b).
Transit Employee Protective Agreements. (1) The Contractor agrees to the comply with
applicable transit employee protective requirements as follows:
(a) General Transit Emplo)'ee Protective Requirements - To the extent that FTA determines
that transit operations are involved, the Contractor agrees to cany out the transit operations
work on the underlying contract in compliance with terms and conditions determined by the
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U.S. Secretary of Labor to be fair and equitable to protect the interests of employees
employed under this contract and to meet the employee protective requirements of 49 U.S.C.
A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 2I5, and any amendments thereto.
These terms and conditions are identified in the letter of certification from the U.S. DOL to
FTA applicable to the FTA Recipient's project from which Federal assistance is provided to
support work on the underlying contract. The Contractor agrees to carry out that work in
compliance with the conditions stated in that U.S. DOL letter. The requirements of this
subsection (1), however, do not apply to any contract financed with Federal assistance
provided by FTA either for projects for elderly individuals and individuals with disabilities
authorized by 49 U. S . C. $ 5 3 1 0(aX2), or for proj ects for nonurbanized areas authorized by 49
U.S.C. $ 5311. Alternate provisions for those projects are set forth in subsections (b) and (c)
of this clause.
(b)Transit Emolovee Protective Requirements for Proiects Authorized bv 49 U.S.C. ç
5310(aX2) for Elderly Individuals and Individuals with Disabilities - If the contract involves
transit operations financed in whole or in part with Federal assistance authorizedby 49
U.S.C. $ 5310(a)(2), and if the U.S. Secretary of Transportation has determined or
determines in the future that the employee protective requirements of 49 U.S.C. $ 5333(b)
are necessary or appropriate for the state and the public body sub recipient for which work is
performed on the underlying contract, the Contractor agrees to carry out the Project in
compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet
the requirements of 49 U.S.C. $ 5333(b), U.S. DOL guidelines at 29 C.F.R. Part2l5, and any
amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of
certification to FTA, the date of which is set forth Grant Agreement or Cooperative
Agreement with the state. The Contractor agrees to perform transit operations in connection
with the underlying contract in compliance with the conditions stated in that U.S. DOL letter.
(c) $ 5311
in Nonurbanized Areas - If the contract involves transit operations financed in whole or in
part with Federal assistance authorized by 49 U.S.C. S 531l, the Contractor agrees to comply
with the terms and conditions of the Special'Warranty for the Nonurbanized AreaProgram
agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31,1979, and the
procedures implemented by U.S. DOL or any revision thereto.
(2) The Contractor also agrees to include the any applicable requirements in each subcontract
involving transit operations financed in whole or in part with Federal assistance provided by
FTA.
(d) Transit Employee Protective Agreements - Contractor Liabilit]'- The pricing agreed upon
herein is contingent upon the assumption that Contractor shall not be liable for any transit
employee protection obligations including those associated with 49 U.S.C. 5311,49 U.S.C.A.
5333(b) or any other transit employee protective requirements as referenced above. If
Contractor shall be liable for any transit employee protection obligations, pricing shall be
adjusted to cover such costs upon receipt of relevant information from the City.
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26.Insurance.
The 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,
employees or subcontractors.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Ofhce Commercial General Liability coverage (occurrence form CG
0001).
2. Insurance Services Offrce form number CA 0001 (Ed. 1/87) covering Automobile
Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
Minimum Limits of Insurance. Contractor shall maintain limits no less than:
1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence
limit.
2. Automobile Liability: $2,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either: the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
offrcers, officials, employees and volunteers; or the Contractor shall procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense
expenses.
Other fnsurance Provisions. The general liability and automobile liability policies are to
contain, or be endorsed to contain, the following provisions:
1. The City, its offrcers, officials, employees, and agents are to be covered as insured as
respects: liability arising out of activities performed by or on behalf of the Contractor;
products and completed operations of the Contractor; premises owned, occupied or used
by the Contractor; or automobiles owned leased, hired or borrowed by the Contractor.
The coverage shall contain no special limitations on the scope of protection afforded to
the City, its officers, offrcial, employees, agents or volunteers.
2. For any claims related to this project, the Contractor's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, and agents. Any
insurance or self-insurance maintained by the City, its officers, offrcials, employees, or
agents shall be excess of the Contractor's insurance and shall not contribute with it.
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3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officers,
ofhcials, employees, agents or volunteers.
4. The Contractor's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
5. Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
Verification of Coverage. Contractor shall furnish the City with a certificate of
insurance showing required coverage. Original endorsements effecting general liability
and automobile liability coverage are also required by this clause. The endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. All
endorsements are to be received and approved by the City before work commences.
Subcontractors. Contractor shall include all subcontractors as insured under its policies
or shall furnish separate certificates and endorsements for each subcontractor. All
coverage's for subcontractors shall be subject to all of the requirements stated herein.
Letter of Credit. Prior to execution of this Agreement, the prospective Contractor shall
fumish to City a Letter of Credit (LOC) in the amount equal to Two Hundred Thousand Ten
Dollars ($210,000). The Letter of Credit (LOC) shall be made payable to City and shall be
held by City throughout the term of this Agreement to guarantee performance by Contractor.
Fidelify Bond. During the period of time this Agreement shall be in effect, Contractor shall
cause its staff personnel to be covered under an appropriated bond protecting City from
employee theft up the amount of fifty thousand dollars ($50,000) with respect to any single
occurrence by Contractor's employees. Contractor shall furnish City with a certificate from
it hdelity bond carrier showing proof of such coverage. Said coverage shall provide for
notification of City directly by Contractor's bond carrier at least fifteen (15) days in advance
in the event ofcancellation or change ofsuch coverage.
Prime Contractor Responsibilities. Contractor is required to assume responsibility for all
services for which a cost proposal is offered whether or not Contractor Possesses skills to
perform within its organization. City will consider Contractor to be sole point of contact
with regard to contractual matters, including payment of any and all charges resulting from
the contract. No subcontract will be entered into by Contractor to perform work relating to
this Agreement without the prior written authorization of City.
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California Labor Code. In connection with the performance of this Agreement, Contractor
shall comply and adhere to all applicable labor laws to employees and public transit
employees.
Disadvantaged Business Enterprise. In connection with the performance of this
Agreement, Contractor will cooperate with City in meeting City's commitments and goals
with regard to the maximum utilization of disadvantaged business enterprise.
Conflict of Interests. Contractor promises that it presently has no interest, which would
conflict in any manner or degree with the performance of its services hereunder. Contractor
further promises that in the performance of this contract, no person having such interest shall
be employed. A certificate must be completed and submitted with the bid (Refer to
Certification2.S).
Conflict of Transportation Interests. Contractor shall not divert any revenues, passengers
or other business from City's project to any taxi or other transportation operation of
Contractor.
Title to Supplies and Equipment. Title to parts, supplies and equipment is owned by the
current Contractor may be available for purchase by the new Contractor. The Contractor
shall maintain a reasonable spare inventory. At all times the Contractor shall maintain a
complete and accurate inventory listing including item name and description, purchase price,
quantity, and location of each part.
Headings. The headings or titles to sections of this Agreement are not part of the
Agreement and shall have no effect upon the construction or interpretation of any party of
this Agreement.
Retention of Records. Contractor and City agree to retain all documents relevant to this
Agreement for five years from the termination of the contract or until all Federal/State audit
are complete for the fiscal year, whichever is later. Upon request, Contractor shall make
available these records to City, State, or Federal government's personnel. Upon completion
of term of contract, Contractor shall provide City with maintenance, vehicle, and operating
daâ pertaining to SLO Transit in hardcopy and electronic format acceptable to City as a
condition of final payment to Contractor.
Right to Adequate Assurance of Performance. Each part to this Agreement undertakes the
obligation that the other's expectation of receiving due performance will not be impaired.
When reasonable grounds for insecurity arise with respect to the performance of either party,
the other may, in writing, demand adequate assurance of due performance and until he
receives such assurance, may, if commercially reasonable, suspend any performance for
which the agreed return has not been received. "Commercially reasonable" includes not only
the conduct of a party with respect to performance under this Agreement, but also conduct of
a party with respect to other Agreements with parties to this Agreement or others. After
receipt of a justified demand, failure to provide within a reasonable time, but not exceeding
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thirty (30) days, such assurance of due performance as is adequate under the circumstances
of the particular case is a repudiation of this Agreement. Acceptance of any improper
delivery, services or payments does not prejudice the aggrieved party's right to demand
adequate assurance of future performance.
IndemnifTcation. Contractor hereby wanants that all its work will be performed in
accordance with generally accepted professional practices and standards as well as the
requirements of applicable federal, state, and local laws, regulations and ordinances, it being
understood that acceptance of Contractor's work by City, shall not operate as a waiver or
release of Contractor. Contractor will be responsible for obtaining any and all permits at its
expense and shall indemnif,, hold harmless and defend City its agents, and employees from
and against any and all actions, claims, damages, environmental contaminations and spills,
disabilities or expenses, and witness costs that may be asserted by any person entity arising
out of or in connection with Contractor's activities necessary to perform the services and
complete the tasks provided for herein, except to the extent that the claim is based on the
negligence or willful misconduct of City, its employees or agents. These indemnification
obligations not limited in any way by any limitation of the amount or type of damages or
compensation payable by or for the services and tasks described in this Agreement or its
agency under Workers' Compensation acts, disability benefit acts or other employee benefit
acts.
Merger. This contract set forth the entire agreement between the parties with respect to be
subject matter thereof, and supersedes and replaces all proposals, negotiations,
representations and implied obligations. The obligations, liabilities and remedies set forth
herein are exclusive and shall operated as limitations on any action brought in connection
with the services, including an action in tort.
Additional Services. Additional services as authorized in writing by City or its designee
will be paid for on an individual basis at the regular revenue vehicle mileage rate as set forth
inparugraph 5 and will be billed separately from this Agreement.
Changes in Scope-of-\ilork. City, without invalidating the contract, may order additions to
or deletion of service hours for fixed route services or deletions for the work to be performed.
Ifjustified, the contract charges will be adjusted accordingly. Any alteration(s) made in the
provisions, which are part of this contract shall not operate to release any surety or sureties
from liability or any bond(s) or Letter(s) of Credit (LOC) attached thereto and make a part
thereof. New provisions must be mutually agreeable to City and Contractor. City shall have
the right to make changes in routes, schedules, and other elements of work not involving
extra cost and not inconsistent with the work to be performed. In addition, City may make
alterations or additions in routes or schedules to respond to the demands and special events
and other occurrences, provided that if additional justified cost to Contractor results there
from, extra payment will be made by City in an amount equal to the extended revenue
vehicle mileage rate specif,red in the contract or as may be otherwise agreed to by City and
Contractor in advance of such extra work.
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Conflicting Use. Contractor shall not use any vehicle, equipment, personnel or other
facilities, which are dedicated to City for performing services under this Agreement for any
use whatsoever other than provided for in this Agreement.
Liaison. Contractor shall assist and cooperate with City in meeting the objectives of
providing quality public transportation services. Contractor shall perform close liaison
activities, coordination and cooperation with City on matters related to operations,
monitoring, reporting, and service performance measurements.
Failure to Perform. City recognizes that the operation of a public transit service is subject
to circumstances and variables beyond the control of Contractor. However, a properly run
service will take steps to reasonably accommodate such circumstances without
compromising the safety or reliability of the service.
City and Contractor will monitor service performance to assure that strict adherence of routes
and schedules are being maintained. If performance is found to be substandard, City may
request in writing adequate assurance of performance as defined under Paragraph 37 of this
Agreement, and subject to Service Performance Standards in Section 3.25.
Contractor understands that continual substandard performance such as service runs
departing ahead of schedule, missed service runs, service runs departing scheduled stops
fifteen minutes or more after the scheduled time, frequent accidents and safety violations,
frequent vehicle failure and frequent public complaints regarding driver behavior or dirty
vehicles are grounds for termination of this Agreement.
Liquidated Damages. Liquidated damages may be assessed as described in Exhibit A,
Scope-of-Work with the following revision.
On Time performance
First Transit will continue to work to improve OTP levels as mandated in agreement and
assist with installation of automatic vehicle locator system manufactured by Digital
Recorders Inc. (DRI). In lieu of continued use of the existing EDAPTS system for OTP
monitoring, First Transit and the City agree to use individual manual on time performance
monitoring as the OTP system until such time as the new DRI system has been installed.
Penalties and incentives for OTP will continue to be assessed as per the existing agreement.
When operational the DRI system has been installed and fine tuned for accuracy, the City
and First transit will negotiate a new OTP benchmark and penalty/incentive agreement that
will be the basis for future OTP monthly tracking by City and First Transit staff.
Waivers. Neither City's review, approval or acceptance of payment for the services required
under this Agreement shall be construed to operate as a waiver of any rights under
Agreement or of any cause of action arising out of the performance of the Agreement The
parties agree that City shall have the final authority to require the reassignment from work
under this Agreement by Contractor of any employee of Contractor subject to the following
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requirements. The request must be in writing, state the reasons for the request, and the
request must not violate applicable local, state and federal laws and regulations. The waiver
by City of any breach of any term, covenant, condition or agreement herein contained shall
not be deemed to be a waiver of any subsequent breach of the same or of a breach of any
other term, condition or agreement herein contained.
Interpretation, Jurisdiction, and Venue. The contract shall be construed and interpreted
solely in accordance with the laws of the State of Califomia; venue or any suit, right or cause
of action arising under or in connection with this Agreement shall be exclusively in San Luis
Obispo, Califomia.
Severability. If any provision of this Agreement or the application thereof to any person or
circumstances is rendered or declared illegal for any reason or shall be invalid or
unenforceable, the remainder of the Agreement and application of such provision to other
persons or circumstances shall not be affected thereby but shall be enforced to the greatest
extent permitted by applicable law. The parties agree to negotiate in good faith for a proper
amendment to this Agreement in the event any provision hereof is declared illegal, invalid, or
unenforceable.
Debarred Bidders. The Contractor agrees to obtain certifications on debarment and
suspension from its third party contractors and subcontractors and otherwise comply wit U.S.
Department of Transportation regulations, "Government wide Debarment and Suspension
Q.Jonprocurement) and Govemment wide Requirements for Drug-Free Worþlace (Grant)",
in compliance with 49 C.F.R. Part 29. A certificate must be completed and submitted with
the bid (Refer to Certification2.4).
General Equipment Requirements. The Contractor, at its sole discretion and cost, may
decide to purchase and install an above grade fuel storage for all engine types with the
exception of compressed natural gas (CNG). In the event that the Contractor should decide
to exercise this option, Contractor shall comply with all associated federal, state and local,
regulations, and monitoring requirements. Contractor shall be responsible for all associated
costs for the preparation of all applications, permits, and licenses to the above grade fuel
storage facilities. In addition, the Contractor shall be responsible for all associated costs for
installation and construction of infrastructure and all other costs to install the above grade
fuel storage facilities. The Contractor shall, at its own expense, be responsible for all
regulatory permits, maintenance, and all other costs of operating and using the above grade
fueling facilities. Contractor shall assume all environmental responsibility associated with
said fuel facility and indemnify the City for any responsibility of environmental
contamination, frnes, andlor damages associated with the fueling facilities.
In event the Contractor should exercise this option; the Contractor will be subject to all city
and local requirements associated with the purchase and installation of the fueling facility.
Upon termination of the Contract, the Cify shall reserve the right to either offer a fair
market price for ownership of the fueling facility or require the Contractor to remove
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the above-grade fueling facilities and return property to equal or better condition to
City's satisfaction prior to the effective date of termination.
Public Contract Code Section 10162 Questionnaire. The Contractor has completed and
submitted the questionnaire with the bid (Refer to Certification2.9).
Integrity Certification. Contractor has properly completed and executed certification
regarding Lower Tier Debarment, Suspension and other Responsibility Matter.
Energy Conservation. The Contractor shall comply with mandatory standards and policies
relating to energy efficiency that are contained inapplicable State energy conservation plans
issued in compliance with the Energy Policy and Conservation Act,42 USC 6321 et seq.
Air Pollution. The Contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42U.5.C. $$ 7401 et seq . The
Contractor agrees to report each violation to City, FTA, and the appropriate EPA Regional
Office.
The Contractor also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
The Contractor may be required to submit evidence to City that the governing air pollution
criteria will be met. The evidence and related documents will be retained by the Contractor
for on-site examination by FTA.
Federal Changes. The Contractor understands that Federal laws, regulations, policies, and
related administrative practices applicable to the Agreement on the date the Agreement
executed may be modif,red from time to time. The Contractor agrees that the most recent of
such Federal requirements will govern the administration of this Agreement at any particular
time, except if there is suffrcient evidence in the Agreement of a contrary intent. Such
contrary intent might be evidenced by express language in letters including those signed by
the FTA Administrator. Likewise, new Federal laws, regulations, policies and administrative
practices may be established after the date the Agreement has been executed and may apply
to this Agreement. All standards or limits set forth in this Agreement to be observed in the
performance of the project are minimum requirements.
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Master
Agreement between City and FTA, as they may be amended or promulgated from time to
time during the term of this contract. Contractor's failure to comply shall constitute a material
breach of this contract.
Clean Water. The Contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33
U.S.C. l25l et seq. The Contractor agrees to report each violation to the City, regional water
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resource agency, FTA and the EPA Regional Office. The Contractor also agrees to include
these requirements in each subcontract exceeding one hundred thousand dollars ($100,000)
financed in whole or in part with Federal assistance provided by FTA.
Privacy. The Contractor and its employees shall comply with the Privacy Act of I974,5
USC. 552a. The Contractor agrees to obtain the express consent of the Federal
Government before the Contractor or its employees operate a system of records on behalf of
the Federal Govemment. The Contractor understands that the requirements of the Privacy
Act, including the civil and criminal penalties for violation of that Act, apply to those
individuals involved, and that failure to comply with the terms of the Privacy Act may result
in termination of the underlying Agreement.
The Contractor also agrees to include these requirements in each subcontract to administer
any system of records on behalf of the Federal Government financed in whole or in part with
Federal assistance provided by FTA.
Arbitration. In the case of any controversy between the parties concerning but not limited
to the validity, construction or interpretation of this Agreement, the parties shall refer such
dispute in writing to an arbitrator. Each party shall appoint one person to hear and determine
the dispute and, if the two persons so selected are unable to agree, those two persons shall
select a third impartial arbitrator whose decision shall be final and conclusion upon both
parties. The cost of arbitration shall be borne by the losing party or in such proposition as the
arbitrator decides. The arbitrator may hold meetings, hearings, and take testimony of
witnesses and receive evidence, by shall not be empowered to compel the attendance of any
person or the production of any evidence. The result of arbitration hereunder shall be
binding upon the parties.
Disclosure of Lobbying Activities. Contractors who apply or bid for an award of $100,000
or more shall file the certification required by 49 CFR Part 20, "New Restrictions on
Lobbying." Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, offrcer or employee
of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352.Each tier shall also
disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has
made lobbying contacts on its behalf with non-Federal funds with respect to that Federal
contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier
to tier up to the recipient. A certificate must be completed and submitted with the bid (Refer
to Certification2.5).
Non-Collusion AffÏdavit. By submitting a proposal, the prospective Contractor represents
and warrants that such a proposal is genuine and not a sham, collusive, or made in the
interest or in behalf of any person or party not therein named and that the prospective
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Contractor has not directly or indirectly induced or solicited any other Contractor to put in a
sham bid, or any other person, firm or corporation to refrain from presenting a proposal and
that the prospective Contractor has not in any manner sought by collusion to secure an
advantage. If it is found that collusion exists, proposals will be rejected and contract awards
shall be null and void. A certificate must be completed and submitted with the bid (Refer to
Certification2.l).
Interest of Members of or Delegates of Congress. No member of or delegate to the
Congress of the United States shall be admitted to any share or port of this contract or to any
benefit arising therefrom.
Drug-Free'Workplace. The Contract shall comply with Government Code Section 8355 in
matters relating to providing a drug-free worþlace. A certificate must be completed and
submitted with the proposal (Refer to Certification 2.3).
Contractor's Representations. The Contractor is familiar with all requirements of the
general conditions, specifications and instructions. The Contractor is familiar with all
matters affecting the performance of the work, including all general and special laws,
ordinances and regulations that may affect the work, its perfoffnance or those persons
employed therein. The Contractor is in the business and is fully qualified and skilled in the
field of public transit and is fully willing and able to satisfu the requirements of the contract
at the bid rates and any ward of contract is in reliance on such representations. It shall be the
Contractor's responsibility to adhere to all federal, state, and local laws regarding the
proposed service contract.
Contractor's Eligibilify. Contractor certifies it is not on the Comptroller General's list of
ineligible contractors.
Program Fraud and False or Fraudulent Statements and Related Acts. The Contractor
acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 U.S.C. $ $ 3801 et ¡9q. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon
execution of the underlying contract, the Contractor certifies or affrrms the truthfulness and
accuracy of any statement it has made, it makes, it may make, or causes to be made,
pertaining to the underlying contract or the FTA assisted project for which this contract
work is being performed. In addition to other penalties that may be applicable, the
Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification, the Federal Government reserves
the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the
Contractor to the extent the Federal Government deems appropriate.
The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certihcation to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. $ 5307, the Government
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reserves the right to impose the penalties of 18 U.S.C. $ 1001 and 49 U.S.C. $ 5307(n)(1) on
the Contractor, to the extent the Federal Government deems appropriate.
The Contractor agrees to include the above two clauses in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall
not be modified, except to identify the subcontractor who will be subject to the provisions.
Governing Law. The Agreement which may ensue under this solicitation shall be
govemed exclusively by the federal laws of the United States of America, the laws of the
State of Califomia and the County of San Luis Obispo, and municipal code of the City of
San Luis Obispo. THIS AGREEMENT WILL NOT BE GOVERNED BY THE
UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS OR BY THE PROVISIONS OF ARTICLE
2A OF THE UNIFORM COMMERCIAL CODE, THE APPLICATION OF WHICH
IS EXPRESSLY EXCLUDED.
The rights, obligations, and remedies of the parties shall be governed by the laws of the
State of Califomia. 'Whenever there is no applicable state statute or decisional precedent
governing the interpretation of, or disputes arising under or related to, this contract, then
Federal conìmon law, including the law developed by Federal boards of contract appeals,
the United States Claims court (formerly the Court of Claims), and the Comptroller
General of the United States, shall govem. Venue of any action shall lie exclusively in the
County of San Luis Obispo, California. This is the complete agreement between the
parties. If any provision of the contract is fund to be invalid or unenforceable, the
remaining provisions shall not be impaired.
Patent Rights. FOR ALL PLANNING, RESEARCH, DEVELOPMENT, OR
DEMONSTRATION UNDER THIS CONTRACT OR PROJECT:
If any invention, improvement, or discovery of City or any of its third party contractors is
conceived or first actually reduced to practice in the course of or under this Project, and
that invention, improvement, or discovery is patentable under the laws of the United States
of America or any foreign country, City shall notify FTA immediately and provide a
detailed report. The rights and responsibilities of City, its third party contractors and the
Government with respect to such invention, improvement, or discovery, will be determined
in accordance with applicable Federal laws, regulations, policies, and any waiver thereof.
Any patentable result arising out of this contract, as well as all information, designs,
specifications, know-how, data, and findings shall be made available to City and the
govemment for public use, unless the Department of Transportation shall, in a specific case
where it is legally permissible, determine that it is in the public interest that it not be so
made available.
If in accordance with this agreement, the Contractor fumishes research, development or
consultative services in connection with the work and, if in the course of such research,
development or consultation patentable subject matter is produced by the vendor, its
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officers, agents, employees, subcontractors, or suppliers, City shall have without cost or
expense to it, an irrevocable, non-exclusive, royalty-free license to make, have made, and
use, either itself or by anyone on its behalf, such matter in connection with any activity
now or hereafter engaged in or permitted by City. Promptly, upon request by City, the
Contractor shall fumish or obtain from the appropriate person a form of license satisfactory
to City, but it is expressly understood and agreed that, as between City and the Contractor,
the license herein provided for shall nevertheless arise for the beneht of City, immediately
upon the production of said subject matter, and shall not await formal exemplification in a
written license agreement, as provided above. Such license may be transferred by City to
its successors, immediate or otherwise, in the operation or ownership of any facility now or
hereafter operated by City, but such license shall not be otherwise transferable.
Attorneys' Fees. Should either party institute any action to enforce this Agreement, or any
provision hereof, the prevailing party in any such action or proceeding shall be entitled to
receive from the other party all costs and expenses, including reasonable attorney's fees.
Recycled Products. The contractor agrees to comply with all the requirements of Section
6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C.
6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and
Executive Order 12873, as they apply to the procurement of the items designated in Subpart
B of 40 CFRPart247.
Civil Rights.
1. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended,
42 U.S.C. S 2000d, section 303 of the Age Discrimination Act of 1975, as amended,42
U.S.C. $ 6102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. $
12132, and Federal transit law at 49 U.S.C. $ 5332, the Contractor agrees that it will not
discriminate against any employee or applicant for employment because of race, color,
creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply
with applicable Federal implementing regulations and other implementing requirements
FTA may issue.
2. Equal Employment Opportunity. The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race. Color. Creed. National Origin. Sex In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. $ 2000e, and Federal transit laws at 49 U.S.C. $
5332, the Contractor agrees to comply with all applicable equal employment
opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations,
"Offrce of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor," 41 C.F.R. Parts 60 et Sgq ., (which implement Executive Order
No. 1 1246, "Equal Employment Opportunity," as amended by Executive Order No.
11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. $ 2000e note), and with any applicable Federal statutes,
executive orders, regulations, and Federal policies that may in the future affect
construction activities undertaken in the course of the Project. The Contractor agrees
to take afftrmative action to ensute that applicants are employed, and that employees
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are treated during employment, without regard to their race, color, creed, national
origin, sex, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
(b) Age. In accordance with section 4 of the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. $ $ 623 and Federal transit law at 49 U.S.C. $ 5332, the
Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(c) Disabilities. In accordance with section 102 of the Americans with Disabilities Act,
as amended, 42 U.S.C. ç l2ll2, the Contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities
Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In
addition, the Contractor agrees to comply with any implementing requirements FTA
may issue.
3. The Contractor also agrees to include these requirements in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to
identify the affected parties.
Charter Service Operations
The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which
provides that recipients and sub recipients of FTA assistance are prohibited from providing
charter service using federally funded equipment or facilities if there is at least one private
charter operator willing and able to provide the service, except under one of the exceptions
at 49 CFR 604.9. Any charter service provided under one of the exceptions must be
"incidental," i.e., it must not interfere with or detract from the provision of mass
transportation.
School Bus Operations
Pursuant to 69 U.S.C. 5323(Ð and 49 CFR Part 605, recipients and sub recipients of FTA
assistance may not engage in school bus operations exclusively for the transportation of
students and school personnel in competition with private school bus operators unless
qualified under specified exemptions. When operating exclusive school bus service under an
allowable exemption, recipients and sub recipients may not use federally funded equipment,
vehicles, or facilities.
No Government Obligation to Third Parties
The Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Govemment in or approval of the solicitation or award of the underlying contract, absent the
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express written consent by the Federal Government, the Federal Government is not a party to
this Agreement and shall not be subject to any obligations or liabilities to the City,
Contractor, or any other party (whether or not aparty to that contract) pertaining to any
matter resulting from the underlying contract.
The Contractor agrees to include the above clause in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is fuither agreed that the clause shall not be
modihed, except to identify the subcontractor who will be subject to its provisions.
Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include,inpart, certain Standard Terms and Conditions required by
DOT, whether or not expressly set forth in the preceding contract provisions. All contractual
provisions required by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by
reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be
deemed to control in the event of a conflict with other provisions contained in this
Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to
comply with any (name of grantee) requests which would cause (name of grantee) to be in
violation of the FTA terms and conditions.
Drug and Alcohol Testing
The Contractor agrees to establish and implement a drug and alcohol testing program that
complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish
its compliance with Parts 653 and 654, and permit any authorized representative of the
United States Department of Transportation or its operating administrations, the State
Oversight Agency of California, or the City of San Luis Obispo, to inspect the facilities and
records associated with the implementation of the drug and alcohol testing program as
required under 49 CFR Parts 653 and 654 and review the testing process. The Contractor
agrees further to certify annually its compliance with Parts 653 and 654 before July 1 and to
submit the Management Information System (MIS) reports before March 10 to the Transit
Manager at955 Morro Street, San Luis Obispo, CA 93401. To certify compliance the
contractor shall use the "Substance Abuse Certifications" in the "Annual List of
Certifications and Assurances for Federal Transit Administration Grants and Cooperative
Agreements," which is published annually in the Federal Register.
Uses of Buses and Equipment. Contractor will use the buses, equipment, and SLO
Transit's Bus Operations and Maintenance (OM) Facility solely for the purpose of operating
SLO Transit service or for maintenance and other uses directly associated with the Service.
Contractor's right to use the Buses and Equipment is merely a license that is terminable at
will by SLO Transit and may not be transferred or assigned by Contractor.
Contractor will maintain the condition of the Buses, Equipment, and OM Facility and will
return them to SLO Transit on the Termination Date in the same condition in which it
received them, normal wear and tear accepted. Should Contractor return any Bus or
Equipment prior to the Termination Date for any reason, it will be in the same condition as
when delivered to the Contractor, normal wear and tear accepted. V/ithout limiting the
foregoing, the steering, suspension, body, brake, and drive train components of any Bus
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retumed to SLO Transit at any time must, at the time of its return, meet OEM Specifications
and manufacturer safety standards.
City reserves the right to extend maintenance services and/or bus washer to third parties
performed by the successful contractor. City and successful contractor will coordinate
billing and conditions on a case-by-case basis.
Prior to the Effective Date, Contractor and SLO Transit will video record the interior and
exterior of each Bus, and conduct a joint inspection of its mechanical condition to establish
its overall condition as of the time of transfer of the Bus to Contractor.
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through
their respective officer's thereunto duly authorized on the day written below their signatures.
R CITY
By:
S
ATTEST:
By:
APPROVED AS TO FORM:
By:
Contractor Legal Counsel
By:
J
ATTEST:
Marx,
By:
v City Clerk
APPROVED AS TO ORM
Dietrick,Attorney
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