HomeMy WebLinkAbout05-09-2022 First Transit Agreement Amendment No. 5AMENDMENT TO AGREEMENT NO. 5
THIS AMENDMENT TO AGREEMENT is made on ____________________________, by and
between the CITY OF SAN LUIS OBISPO a municipal corporation and charter city, hereinafter
referred to as “CITY” and FIRST TRANSIT INC., hereinafter referred to as “CONTRACTOR.”
WITNESSETH:
WHEREAS, on June 16, 2015, the City entered into an Agreement with Contractor for Transit
Operations & Maintenance (Agreement); and,
WHEREAS, on April 5, 2018, the City and Contractor entered into an Amendment to Agreement No. 1,
amending the scope of services to reflect changes in Revenue Service Hours as a result of the implementation
of Short-Range Transit Plan; and
WHEREAS, on January 8, 2019, the City and Contractor entered into an Amendment to Agreement No.
2, amending the scope of services to reflect the pass-thru purchase of an Automatic Vehicle Location System;
and
WHEREAS, on March 3, 2020, the City and Contractor entered into an Amendment to Agreement No. 3,
to exercise the first of three possible extensions provisioned within the original contract at a negotiated price; and
WHEREAS, on May 12, 2021, the City and Contractor entered into an Amendment to Agreement No. 4,
to exercise the second of three possible extensions provisioned within the original contract at a negotiated price;
and
WHEREAS, the Agreement’s term is set to expire on June 30, 2022 and the City desires to exercise a
third one-year contract extension option as indicated in the Agreement’s Section 2.c.; and
WHEREAS, the City and Contractor desire to enter an Amendment to the Agreement No. 5 to exercise the
third and final extension of the original contract at a negotiated price that will expire on June 30, 2023; and
WHEREAS, in addition to exercising the third one-year extension option, the parties desire to amend the term
of the Agreement to June 30, 2024 pursuant to Paragraph 24 of the Agreement, which allows modifications of the
Agreement signed by both parties; and
WHEREAS, the parties desire to extend the term of the Agreement to June 30, 2024 to provide sufficient time
to recruit a permanent Transit Manager and solicit proposals before the expiration of the current agreement which will
otherwise cause serious disruption of essential services for the welfare of the community, which is justified as a sole
source purchase pursuant to Municipal Code Section 3.24.060.
WHEREAS, the Agreement requires the City and Contractor to negotiate the price formulas for the
one-year contract extension; and
WHEREAS, the Contractor has submitted a proposal for this purpose and said proposal is acceptable to
the City. Attached hereto as Attachment A is a copy of the Contractor’s Proposal.
NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter
contained, the parties hereto agree as follows:
1.TERM OF AGREEMENT
Term. Subject to the terms and conditions of this agreement, the term of this agreement shall be
from July 1, 2022 through and including June 30, 2024.
2.MAXIMUM OBLIGATION
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City agrees to pay Contractor in consideration for its services as described herein.
The maximum cost to be paid by City to Contractor for FY 2022-23 shall not exceed $2,626,896
and for FY 2023-24 the amended extension shall not exceed $3,078,597 based on services in
Agreement’s Exhibit A.
3. PRICE FORMULA
City agrees to pay Contractor for performance of the services set forth in this agreement as follows:
a. Payment of a fixed hourly rate per vehicle service hour of $44.33 in Year One and $49.06 in Year
Two. A vehicle service hour is defined as on vehicle providing passenger service for one hour
during the service hours specified herein. A vehicle service hour shall be deemed to have
commenced when a vehicle leaves CITY’s Transit Center (located at 990 Palm Street) to provide
the services required herein and shall not include any out-of-service vehicle time used for vehicle
operator breaks or lunches. A vehicle service hour shall terminate when a vehicle returns to CITY
Transit Center prior to any cleaning, servicing or fueling of the vehicle. The hourly rate shall
include vehicle operator wages, fringe benefits, indirect labor and all consumable material costs
that can be tracked by vehicle service hour such as vehicle maintenance parts and supplies
including oil.
b. Payment of a fixed monthly rate of $106,323.26 in Year One and $118,041.41 in Year Two; to
compensate CONTRACTOR for all work to be performed under this agreement as defined in
Exhibit A, except that which is included under Paragraph 5(a) and Paragraph 7 of this agreement
including, but not limited to: vehicle operator non-service wages; management, controller and
maintenance employee wages and said employees fringe benefits and indirect labor costs; bus
washing and cleaning supplies; uniforms; report reproduction; office supplies; project
telephones; all other related operational costs; and the contract management fee.
c. Payment of a fixed monthly rate of $10,254.86 in Year One; and $12,443.72 in Year Two for the
cost incurred in providing all vehicle and general liability insurance required under this agreement
as such insurance is defined in this agreement. This amount shall be in excess of the fixed
monthly rate as defined herein. CITY reserves the right, however, to alternatively secure all or
part of the specified insurance coverage
4. EXTRA SERVICES
Special promotional and community services shall be considered extra services and will be
provided only with the authorization of City and the mutual consent of the Contractor. Such services
shall be defined as those non-permanent service hours operated outside of the services identified
in Exhibit A. Extra services shall be considered a change to this agreement as defined herein and
shall be in excess of the maximum price defined in Paragraph 4. The costs for extra services will
be determined at a rate per vehicle service hours in the respective year in accordance to
Paragraph 3a and billed separately from the services specified in the Agreement’s Exhibit A.
5. CHANGES
CITY, without invalidating this agreement may or additions to or deletions from the work to the
performed. Such changes shall be specified to CONTRACTOR in writing. If justified, the
“Maximum Obligation” will be adjusted accordingly. New provisions must be mutually agreeable
to both CITY and CONTRACTOR. A shift of vehicle service hours between services with the
maximum value or an increase or decrease of up to 30% change (up or down) within the curr3ent
span of service would not constitute a change as defined in this agreement, but any such shift or
change shall only occur at the direction of CITY.
6. All other terms and conditions of the Agreement, Amendment No. 1, Amendment No. 2,
Amendment No. 3, and Amendment No. 4 remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by and through
their respective officers thereunto duly authorized on the date written below their signatures.
ATTEST: CITY OF SAN LUIS OBISPO
By:
Teresa Purrington, City Clerk Mayor Erica A. Stewart
APPROVED AS TO FORM: CONTRACTOR: FIRST TRANSIT INC.
By:
J. Christine Dietrick, City Attorney Fadi Chakbazof, Senior Vice President Bradley Thomas, CEO
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