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HomeMy WebLinkAbout09/19/2006, C4 - APPROVAL OF TRANSIT SERVICE AGREEMENT BETWEEN THE CITY OF SAN LUIS OBSIPO AND CAL POLY council M�fimD j acenaa nepoizt CITYOF SAN LUIS O B I S P O FROM: Jay D. Walter,Public Works Director Prepared By: Tim Bochum, Deputy Public Works Director SUBJECT: APPROVAL OF TRANSIT SERVICE AGREEMENT BETWEEN THE CITY OF SAN LUIS OBSIPO AND CAL POLY CAO RECOMMENDATION Adopt a resolution authorizing the execution of a Transit Service Agreement between the City and Cal Poly and authorize the CAO to execute the Agreement. DISCUSSION Background Over the last few years, the City/Cal Poly transit partnership has yielded great results for the University and the City. Scheduling has improved and more and better service has been provided to the campus resulting in increased ridership. Currently, Cal Poly passengers represent over half of the annual trips on SLO Transit. With the Cal Poly student population potentially increasing, and the on-campus parking capacity remaining the same, the existing on campus parking shortage may continue along with increasing demand for transit services. The benefits of a continued Transit Service Agreement are reduced traffic on city streets, promotion of Cal Poly's enhanced sustainability initiatives, and achievements of some of the City's environmental goals. The City and Cal Poly have for many years agreed upon a subsidy amount to the City's transit system, SLO Transit, to provide service to Cal Poly. Under the existing Service Agreement, the annual contribution rate for fiscal year 2005-06 was $269,600. The Cal Poly contribution to SLO Transit covers prepaid fares for Cal Poly students, staff, and faculty who present valid identification. City Council extended the agreement on June 20, 2006 for sixty days to allow the City and Cal Poly to finalize the proposed new agreement. New Transit Service Agreement Negotiations for a new Transit Service Agreement between the City and Cal Poly began in October 2005. The overall approach of the negotiation process was a partnership. The first several meetings were dedicated to introducing the new representatives to the existing Transit Service Agreement and explaining the methodology used to calculate Cal Poly's contribution. During the course of the negotiation process, the City kept Cal Poly representatives informed of �7 � Cal Poly Service Agreement Page 2 anticipated financial changes (i.e. significant increases in costs of fuel, new transit contract, etc.), and provided specific information to Cal Poly in order to reach an agreement on the subsidy amount. The Proposed Transit Service Agreement is for a five-year term. Under the proposed agreement, Cal Poly will contribute the annual sum of$322,000 for the first and second years of the agreement. The proposed agreement includes an inflation factor of 3% per year beginning in the third year. The total Cal Poly contribution over the five-year term will be $1,669,128. Overall, the new Cal Poly contribution level represents an increase of twenty percent (20%) over the current contribution level. This increase is necessary because of the significant system wide cost increase to SLO Transit triggered by rising fuel costs, higher contract overhead, and increased vehicle maintenance costs. The terms of the proposed Transit Service agreement are essentially the same. The City and Cal Poly have the ability to amend or adjust the contract as needed. Cal Poly students, staff, and faculty with a valid Cal Poly ID can board any SLO Transit bus without paying a fare. Other terms include the City's promotion of the Cal Poly Program, the opportunity for Cal Poly to provide input on any Short Range Transit Plan surveys, and replacement of Cal Poly bus shelters as funding is available. The new service agreement has a"meet and confer" clause. That allows Cal Poly and the City to discuss major service changes before they are implemented, and to discuss mitigation of significant financial changes due to cost increases in transit operations and/or loss of grant funding should they occur. Staff anticipates the need-to meet and confer with Cal Poly when Poly Canyon Village opens as new transit service may be necessary to serve this large student housing project. Program Financing and Benefits Cal Poly finances its contribution to the Transit Service Agreement from parking fees, which also finance other campus transportation programs. As a result of the proposed agreement, the City will enjoy a combination of reduction in traffic congestion and parking on city streets. Cal Poly will be able to better utilize parking for its potentially growing student population within its currently limited parking capacity by encouraging students to ride the bus. CONCURRENCES Cal Poly Administration has agreed to the terms and amounts included in the agreement. FISCAL IMPACT Cal Poly will contribute $1,669,128 in pre-paid fares toward the City's Transit Program during the five-year term of the agreement. There will be no impact to the General Fund by approving the proposed Transit Service Agreement. C"/ -z Cal Poly Service Agreement . Page 3 ALTERNATIVES 1. Reject the proposed agreement. The Council may reject the proposed Transit Service Agreement. The impact of this would be to greatly decrease the ridership on SLO Transit and increase traffic congestion on city streets and is not recommended. 2. Modify the proposed agreement or provide direction to negotiate further. During the review of this item, Council may identify information that requires clarification. Direction to negotiate further or to substantially modify the terms as presented is not recommended because the agreement has been negotiated extensively by both sides. ATTACHMENTS 1. Resolution 2. Proposed Agreement G:\Staff-Reports-Agendas-Minutes\_CAR\2006\Transit\Transit CAR Cat Poly Subsidy Program Agreement-PRODUCMN.doc r ATTACHMENT I RESOLUTION NO. (2006 Series) RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO AUTHORIZING THE EXECUTION OF THE SERVICE AGREEMENT BETWEEN THE CITY OF SAN LUIS OBISPO AND CAL POLY WHEREAS, the City of San Luis Obispo (referred hereinafter as the City) operates SLO Transit; WHEREAS, the public transit service receives payment from the California Polytechnic State University, San Luis Obispo (referred hereinafter as Cal Poly)in accordance to the service agreement executed on July 1, 2001; WHEREAS, the City allows Cal Poly students, staff, and faculty with valid Cal Poly identification to board any bus operated by SLO Transit without paying a faze; WHEREAS, the 2001 Service Agreement expired on June 30, 2006; and WHEREAS, the City Council extended the 2001 Service Agreement current for sixty days to allow the City and Cal Poly to final the new service agreement; and WHEREAS, the City and Cal Poly desire to continue the program and have jointly developed a mutually acceptable solution. NOW THEREFORE,BE IT RESOLVED that the City Administrative Officer is authorized to execute the Agreement between the City and Cal Poly for the Cal Poly Program. Upon motion of , seconded by , and on the following vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this day of 2006. Mayor David F. Romero cy-y Resolution No. (2006 Series) ATTAciimENT 1 Page 2 ATTEST: Audrey Hooper City Clerk APPROVED AS TO FORM: Jo . Lowell City Attorney cy� ATTACHMENT r' CAL POU CONTRACT Ntr�IB> AM. 200620040.8 NO. MULITYEAR AGREEMENT TAXPAYER�°�FEDERAL '°�'U""„""NS B THIS AGREEMENT is made and entered into this 1 st day of July,2006,in the State of California,by and between the Trustees of the California State University,which is the State of California acting in a higher education capacity,through its duly appointed and acting office,hereinafter called the University,and City of San Luis Obispo hereinafter called-the contractor. WITNESSETH:That the contractor for and in consideration of the covenants,conditions,agreements and stipulations of the University hereinafter expressed,does hereby agree to firmish to the University smites and materials as follows: Contractor shall provide Bus Services to Cal Poly State University via SLO Transit,in accordance with the following Exhibits,in order of precedence,incorporated herein by this reference: Exhibit A—General Provisions,consisting of five(5)pages; Exhibit B—Insurance Requirements,consisting of two(2)pages; Exhibit C—Scope of Services,consisting of five(5)pages. Term of the Agreement: 7/1/06—6/30/11 Total valueof this agreement shall not exceed ONE MILLION SIX HUNDRED SIXTY NINE THOUSAND ONE HUNDERD TWENTY EIGHT DOLLARS AND ZERO CENTS($1,669,128.00). See Exhibit C for annual details. Payments shall be in arrears,paid(00)on a quarterly basis,upon the receipt of Ridership reports and invoice. All invoices must be approved by a designated department representative before they are sent to Accounts Payable for payment W WITNESS WHEREOF,this agree"has been executed by the ties hereto,upon the date first above written. TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY CONTRACTOR UNrvTMrrY ONTRACTOR Cal PolyState University,San Luis Obispo,CA 93407 ity of San Luis Obispo BY(AUTHORIZED SIGNATURE) Y(AUTHORIZED SIGNATURE) X PRINTED NAME OF PERSON SIGNING NAME AND TITLE OF PERSON SIGNING Matthew Roberts en Hampian,CAO TITLE DRESS Director,Contract&CUMUfi Procurement Services 0 PR FU Street San Luis Obispo CA 93403_ AMOUNT Flvcnem®Br•rin5 i�ocu+eiKMi OGAAM/CASEGORY(CODE AND ITI'I.E) FUND 1669128.00 Transit Services MOR AMOUNT FWntincnm FOR THIS OPTIONAL USE) CONTACT AFD TOTAL AMOUNT ENCUMBERED TO DATE rrEm laiAmu STATUTE FALYEAR 06 07-10/11 BJECT OF EXPENDITURE(CODE AND TILE) 16003 MS1101" 204100 PA007 BLT I hereby Irrtifij upon my own personal fmotvtedge that budgeted fiinds are available for B.A.NO. 811 No. the period of the expenditure stated above. SIGNATURE OF ACCOUNTING OFFICER DATE X ATTHk-'HMENT Exhibit A Revised 1/19/06 CSU General Provisions For Service Acquisitions 1.Commencement of Work: Work shall not commence under the Contract until a fully exewted Contract has been received by the Contractor and the Contractor has been given approval to proceed. Any work performed by the Contractor prior to the date of approval shall be considered as having been performed at the Contractor's own risk and as a volunteer. 2.Invoices (a). Invoices shall be submitted,in arrears,to the address stipulated in the Contract. The Contract number must be included on the invoice. Final invoice shall be marked as such. (b) In the event that additional services are performed as authorized,the Contractor shall submit invoices for additional services in accordance with provisions herein. (c) For work of a continuing name,the Contractor shall submit invoices in arrears,upon completion of each phase. Contractor shall be reimbursed for travel,subsistence and business expenses necessary for the performance of services pursuant to the Contract in accordance with CSU policy. (d) Unless otherwise specified,the CSU shall pay properly submitted invoices not more than 45 days after(i)the performance completion date of services;or(ii)rcceipt of an undisputed invoice,whichever is later. Late payment penalties shall not apply to this Catania (e) The consideration to be paid Contractor,as described within the Contract,shall be in lull compensation for all of Contractor's expenses incurred in the performance hereof,including travel and per diem,unless otherwise expressly so provided. 3.Appropriation of Funs (a) If the term of the Contract extends into fiscal years subsequent to that in which it is approved such continuation of the Contract is subject to the appropriation of funds for such purpose by the Legislature.If funds to effect such continued payment arc not appropriated,Contractor agrees to take back any commodities fitrnished under the Contract,terminate any services supplied to the CSU under the Contract,and relieve the CSU of any further obligation therefore. (b) CSU agrees that if provision(a)above is involved,commodities shall be returned to the Contractor in substantially the same condition in which they were delivered,subject to normal wear and tear.CSU further agrees to pay for packing,crating, transportation to Contractor's nearest facility and for reimbursement to Contractor for expenses incurred for its assistance in such packing and crating. 4.Cancellation: CSU reser cs the right to cancel this Contract at any that upon thirty(30)days writom notice to the Contractor. 5. Independent States: The Contractor,and the agents and employees of Contractor,in the performance of this Contract,shall act in an independent capacity and not as officers or employees or agents of the State of California While Contractor may(or may not) be required under the term of this Contract to carry Worker's Compensation Insurance,Contractor is not entitled to unemployment or workers'compensation benefits from the CSU. 6.Conflict of Interest (a) Should the Contractor provide services for preparation or development of recommendations for the actions which are required, suggested or otherwise deemed appropriate,and which include the provision,acquisition or delivery of products or service;then the Contractor must provide full disclosure of any financial interest including but not limited to service Agreements,OEM, and/or remarketing Agreement that may foreseeable allow the Contractor to materially benefit from the adoption of such recommendations. (b). The CSU requires a Statement of Economic Interests(Form 700)to be filed by any Consultant(or Contractor)who is involved in the making,or participation in the making,of decisions which may forseeab!y have a material effect on any CSU financial interest[reference G.C.82019]. The CSU reserves the right to prohibit participation by the Contractor in bidding to or providing services,goods or supplies or any other related action which is required,suggested or otherwise deemed appropriate in the end product of this Contract. 7..Governing Law: To the extent not inconsistent with applicable federal law,this Contract shall be construed in accordance with and governed by the laws of the State of California &Assignments: Without written consent of the CSU,the Contract is not assignable by Contractor either in whole or in part v.Time: Time is of the essence of the Contract. 10.Contract Alterations&Integration: No alteration or variation of the terms of the Contract shall be valid unless made in writing and signed by the parties hereto,and no oral understanding or Contract not incorporated here in shall be binding on any of the parties hereto. Page I of 5 420/04 - cy- � ATTACHMENT 11.General Indemnity: The Contractor agrees to indemnify,defend and save harmless the CSU,its officers,agents and employees from any and all claims and losses accruing or resulting to any other person,firm or corporation famishing or supplying work, service,materials or supplies in connection with the performance of this Contract,and from any and all claims and losses accruing or resulting to any person,firm or corporation which may be injured or damaged by the Contractor in the performance of this Contract 12.Use of Data: The Contractor shall not utilize any information,not a matter of public record,which is received by reason of this Contract,for pecuniary gain not contemplated by the tams of this Contract,regardless of whether the Contractor is or is not under contract at the time such gain is realized.The report,survey,or other product developed by the Contractor pursuant to this Contract is the property of the CSU,and shall not be used in any manner by the Contractor unless authorized by the CSU. 13. Termination for Default: The CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manna herein provided In the event of such termination,the CSU may proceed with the work in any manner deemed proper by the CSU. The cost to the CSU shall be deducted from any sum due the Contractor under the Contract,and the balance,if any,shall be paid the Contractor upon demand 14.Personnel: The Contractor shall make every effort consistent with sound business practices to honor the specific requests of the CSU with regard to asignmem of its employees;however,the Contractor reserves the sole right to determine the assignment of its employees.If a Contractor employee is unable to perform due to illness,resignation,or other factors beyond the Contractor's control, the Contractor shall make every reasonable effort to provide suitable substitute personnel. 15.Nondiscrimination (a) During the performance of this Contract,Contractor and its subcontractors shall not deny the Contract's benefits to any person on the basis of religion,color,ethnic group identification,sex,age,physical or mental disability,nor shall they discriminate unlawfully against any employee or applicant for employment because of race,religion,color,national origin,ancestry,physical handicap,mental disability,medical condition,marital status,age(over 40)or sex Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. (b) Contractor shall comply with the provisions of the Fav Employment and Housing Act(Government Code Section 12900 et seq.),the regulations promulgated thereunder(California Code of Regulations,Title 2,Sections 7285.0 et seq.),and the provisions of Article 9.5,Chapter 1,Part 1,Division 3,Tide 2 of the Government Code(Govermrent Code Sections 11135- 11139.51 and the regulations or standards adopted by the awarding stat agency to implement such article. (c) Contractor shall permit access by representatives of the Department of Fav Employment and Housing and the Trustees upon reasonable notice at any time during the normal business hours,but in no case less than 24 hours notice,to such of its books, records,accounts,other sources of information,and its facilities as said Department or Trustees shall require to ascertain compliance with this clause. (d) The provisions of Executive Order 11246,as amended(Equal Employment Opportunity/Affirmative Action),Section 402 of the Vietnam Era Veterans'Readjustment Assistance Ad of 1974,as amended(38 U.S.C.4212 or VEVRAA),and Section 503 of the&Aabilitation Act of 1973,as amended(29 U.S.C.793),and the implementing regulations found at 41 CFR 60-18x2,41 CFR 60-250,and 41 CFR 60-741,respectively,are hereby incorporated by refueace. (e) Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement (f) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract(Gov.Code Section 12990,11135 ct seq.;Title 2,California Code of Regulations,Section 8107). 16.Drug-Free Workplace Certification: By accepting a contract or purchase order,the Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug-Free Workplace Aa of 1990(Government Code,Section 8355 et.seq.)and will provide a drug-free workplace by doing all of that which Section 8355 et seq.require. 17.Severability: It is expressly agreed and understood by the parries hereto that if any provision of this Contract is held to be unconscionable or invalid under any applicable statute or rule of law,it is deemed to that extent to be omitted However,the balance of the Contract shall remain in full force and effect. 18.Dispute: Any dispute arising under the terms of this Contract which is not resolved within a reasonable period of time by authorized representatives of the Contractor and the CSU shall be brought to the attention of the Chief Executive Officer(or designated representative)of the Contractor and the Chief Business Officer(or designee)of The CSU for joint resolution. At the request of either party,The CSU shall provide a forum for discussion of the disputed item(s),at which time the Vice Chancellor, Business and Finance(or designated representative)of The CSU shall be available to assist in the resolution by providing advice to both parties regarding The CSU contracting policies and procedures. If resolution of the dispute through these means is pursued without success,either party may seek resolution employing whatever remedies exit in law or equity beyond this Contract. Despite an unresolved dispute,the Contractor shall continue without delay to perform its responsibilities under this Contract The Contractor shall keep accurate records of its services in order to adequately document the extent of its services under this Contract. 19. Privacy of Personal Information: Contractor acknowledges the privacy rights of individuals to their personal information that are expressed in the State's Information Practices Act(California Civil Code Section 1798 ct seq.)and in California Constitution Article 1,Section 1.Contractor shall not release personal information contained m CSU records without full compliance with applicable state and federal privacy laws.Contractor further,acknowledges Federal privacy laws such as Gramm-Leach-Bliley Act (Title 15,United States Code,Sections 68,01(b)and 6805(b)(2))applicable to financial transactions and Family Educational Rights Page 2 of 5 420/04 ATTACH, EN1' and Privacy Act(Title 20,United States Code,Section 12328)applicable to student records and information from student records. Contractor shall maintain the privacy of protected personal information. Contractor shall maintain the privacy of protected personal informatiom Contractor shall disclose any breach of the security of the system and the disclosure shall be made in the most expedient time possible consistent with the methods prescribed in California Civil Codes 179829g and 1798.82g. 20.Waiver of Rights: Any action or inaction by the CSU or the failure of the CSU on any occasion to enforce arty right or provision of the Contract shall not be construed to be a waiver by the CSU of its rights hereunder and shall not prevent the CSU from enforcing such,provision or right on any future occasion The rights and remedies of the CSU provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law. 21.Endorsement: Nothing contained in this Contract shall be construed as conferring on any party hereto,any right to use the other parties name as an endorsement of product/service or to advertise,promote or otherwise market any product or service without the prior written consent of the other parties. Furthermore nothing in this Contract shall be construed as endorsement of any commercial product or service by the CSU,its officers or employees. 22.Patent,Copyright,and Trade Secret Indemnity: A contractor may be required to fitmish a bond to the CSU against any and all loss,damage,costs,expenses,claims and liability for patent,copyright and trade secret infringement. In addition: (a) The Contractor,at its own expense,shall defend any action brought against the CSU to the crdent that such action is based upon a claim that the product supplied by the Contractor or the operation of such product infringes a United States patent or copyright or violates a trade secret The Contractor shall pay those costs and damages finally awarded against the CSU in any such action. Such defense and payment shall be conditioned on the following: (i) That the Contractor shall be notified within a reasonable time in writing by the CSU of any notice of such claim;and, (ii) That the Cont actor shall have the sole control of the defense of any action on such claim and ail negotiations for its settlement or compromise,provided,however,that when principles of government or public law are involved,the CSU has the option to participate in such action at its own expense. (b) Should the product,or the operation thereof;become,or in the Contractor's opinion is likely to become,the subject of a claim of infringement of a United States or foreign patent or copyright or a trade secret,the CSU shall permit the Contractor at its option and expense either to procure for the CSU the right to continue using the product,or to replace or modify the same so that they become non-infringing provided such replacement or modified product satisfies the performance requirements specified in the Contract If oone of these options can reasonably be taken,or if the use of such product by the CSU shall be prevented by injunction,the Contractor agrees to take back such product and make every reasonable effort to assist the CSU in procuring a substitute product If,in the sole opinion of the CSU;the return of such infringing product makes the retention of other products acquired from the Contractor under this contract impractical,the CSU shall then have the option of terminating the contract,or applicable portions thereof,without penalty or termination charge.The Contractor agrees to take back such product and refund any sums the CSU has paid Contractor less any reasonable amount for use or damage. 23.Compliance with NLRB Orders: Contractor declares under penalty of perjury that no more than one final,unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractors failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board.This provision is required by,and shall be construed in accordance with,Public Contract Code Section 10296. 24.Examination and Audit For contracts in excess of$10,000,the Contactor shall be subject to the examination and audit of(a) the Office of the University Auditor,and(b)the State Auditor,for a period of three(3)years after final payment under the contract in accordance with Government Code Section 8546.7 and with Education Code Section 89045(e&d),respectively. The examination and audit shall be confined to those matters connected with the performance of the contract,including,but not limited to,the costs of administering the Contract. 25.DVBE and Small Business Participation:.The State of California supports statewide participation goals of 3%for disabled business enterprises,(DVBE Program)and requires agencies to provide a 5%preference when awarding contracts to small businesses. Only small businesses certified by the Office of Small and Minority Businesses(OSMB)are eligible to receive the preference. The CSU encourages all contractors to use the services of DVBE and OSMB-certified small business enterprises whenever passible,and to report their use to the CSU. i.6.Citizenship and Public Benefits: If Contractor is a natural person,Contractor certifies in accepting this Contract that s/he is a citizen or national of the United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996(P.L.104193;110 STAT.2105,2268-69). 27.Americans With Disabilities Act(ADA): Contractor warrants that it complies with California and federal disabilities laws and regulations. 2&Child Support Compliance Act: For any contract in excess of$100,000,the contractor acknowledges in accordance with Public Contact Code Section 7110,that: (a) The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement,including,but not limited to,disclosure of information and Page 3 of 5 4/20/04 cy- 9 ATTACHMENT compliance with earnings assignment orders,as provided in Chapter 8(commencing with Section 5200)of Part 5 of Division 9 of the Family Code;and (b) The contractor,to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department 29.Doeumeut Referencing: All correspondence,invoices,bills of lading,shipping memos,packages,eta,must show the Contract number.if factory,shipment,the factory must be advised to comply. Invoices not properly identified with the contract number and contractor identification number may be returned to'eontractorand may cause delay in payment. 30.Forced,Convict Indentured and Child Labor: By accepting a contract or purchase order,the Contractor certifies that no apparel,garments or corresponding accessories,equipment,materials,or supplies furnished to the State pursuant to this Contract have been laundered or produced in whole or in part by sweatshop labor,or with the benefit of sweatshop labor,forced labor,convict labor,indentured labor under penal sanction,or abusive forms of child labor or exploitation of children in sweatshop labor. Contractor shall cooperate fully in providing reasonable access to the Contractor's records,documents,agents or employees,or premises if reasonably required by authorized officials of the CSU,the Department of Industrial Relations,or the Department of Justice determine the Contractor's compliance with the requirements above.(Public Contract Code Section 6108) 3L Covenant Against Gratuities: The Contractor shall warrant that no gratuities(in the form of entetainmem,gifts,or otherwisz)were offered or given by the Contractor,or any agent at representative of the Contractor,to any officer or employee of the CSU with a view toward searing the Contract or securing favorable trownu m with respect to any determinations concerning the performance of the Contract.For breach or violation of this warranty,the CSU shall have the right to terminate the Contract,either in whole or in pan,and any loss or damage sustained by the CSU in procuring on the open market any items which the Contractor agreed to supply shall be borne and paid for by the Contractor.The rights and remedies of the CSU provided is dds clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 32.Rights and Remedies of CSU for Default (a) In the event any Deliverables furnished or services provided by the Contractor in the performance of this Contract should fail to conform to the requirements herein,or to the sample submitted by the Contractor,the CSU may reject the same,and it shall thereupon become the duty of the Contractor to reclaim and remove the same forthwith or to correct the performance of services,without expense to the CSU,and immediately to replace all such rejected items with others conforming to such specifications or samples;provided that should the Contractor fail,neglect,or refuse to do so,the CSU shall thereupon have the right to purchase in the open market,in lieu thereof;a corresponding quantity of any such items and to deduct from any moneys due or that may thereafter become due to the Contractor the difference between the price named in the Contract and the actual cost thereof m the CSU. (b) In the event the Contractor.shall fail to make prompt delivery as specified of any item,the same conditions as to the right of the CSU o purchase in the open market and to reimbursement set forth above shall apply;except for force majeure.Except for defaults of subcontractors,neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party.Such acts(known as"force majeurt")shall include but shall not be limited to fire,strike,freight embargo or acts of God and of the Government If a delay or failure in performance by the Contractor arises out of a default of its subconractor,and if such default arises out of causes beyond the control of both the Contractor and subcontractor,and without the fault or negligence of either of them,the Contractor shall not be liable for damages of such delay or failure,unless the supplies or serves to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to mea the required performance schedule. (c) In the evert of the termination of the Contract,either in whole or in part,by reason of the default or breach thereof by the Contractor,any loss or damage sustained by the CSU in procuring any items which the Contractor therein agreed to supply shall be home and paid for by the Contractor. (d) The rights and remedies of the CSU provided above shall not be exclusive and are in addition to arty other rights and remedies provided by law or under the Contract 33.Contractor's Power and Authority: The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the CSU hereunder harmless from and against any loss,cost,liability,and expense(including reasonable attorney fees)arising out of any breach of this warranty.Further,Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the CSU under this Contract 34. Recycled Content Certification: Contmctor.agrees to certify in writing,under penalty of perjury,the minimum,if not the exact,percentage of recycled content material,as defined in Sections 12161 and 12200 of the Public Contract Code,in materials, goods;or supplies used in the performance of this Contract 35.Entire Contract: This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the parties. Page 4 of 5 4/20/04 e-X ATTACHMENT 36.Safety and Accident Prevention: In performing work under this Contract on CSU premises,Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. Contractor shall take any additional precautions as the CSU may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements,unless promptly corrected,shall be grounds for termination of this Contract in accordance with default provisions hereof. 37.Follow-On Contracts: a) If the Contractor or its affiliates provides Consulting and Direction(as defined below),the Contractor and its affiliates., (i) will not be awarded a subsequent Contract to supply the service or system,or any significant component thereof,that is used for or in connection with arty subject of such Consulting and Direction;and (ii) will not act as consultant to say person or entity that does receive a Contract described in sub-section(i). This prohibition will continue for one(1)yea after termination of this.Contract or completion of the Consulting and Direction,whichever comes later. b) "Consulting and Direction"means services for which the Contractor received compensation from the CSU and includes: (i) development of or assistance in the development of work statements,specifications,solicitations,or feasibility studies; (ii) development or design of best requirements; (iii) evaluation of test data; (iv) direction of or evaluation of another Contractor, (v) provision of formal recommendations regarding the acquisition of products or services;or (vi) provisions of formal recommendations regarding any of the above For purposes of this Section,"affiliates"are employees, directors,partners,joint venture participants,parent corporations,subsidiaries,or any other entity controlled by, controlling,or under common control with the Contractor.Control exists when an entity owns or directs more than fifty percent(50%)of the outstanding shares or securities representing the right to vote for the election of directors or other maw*g authority. c) Except as prohibited by law,the restrictions of this Section will not apply: (i) to follow-on advice given by vendors of commercial off-the-shelf products,including Software and Hardware,on the operation,integration,repair,or maintenance of such products after sale or (ii) where the CSU has entered into a Contract for Software or services and the scope of work at the time of Contract execution expressly calls for future recommendations among the Contractor's own products. d) The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public Contractors by California law("Conflict Laws')..ln the event of any inconsistency,such Conflict Laws override the provisions of this Section, even if enacted after execution of this Contract 38.Expatriate Corporations: By accepting a contract or purchase order,the Contractor declares under penalty of perjury under the laws of the State of California that the Contractor is eligible to contract with the CSU pursuant to The California Taxpayer mid Shareholder.Protection Act of 2003,Public Contract Code Section 10286 et Seq. Page 5 of 5 4/20/04 ATTACHMENT Exhibit B Rev 8/17/06 INSURANCE REQUIREMENTS The Contractor will maintain all necessary Insurance as required herein. The Contractor shall provide a Certificate of Insurance upon award of a Service Agreement with appropriate endorsements indicating that the required coverage is in effect on an annual basis, or for the duration of the Service Agreement. Contractor agrees to provide, or cause their insurance carrier to provide; at least 30 days written notice prior to cancellation or modification(10 days advance written notice for non payment)of such liability insurance. In the event the insurance coverage expires at any time or times during the term of the Service Agreement, Contractor agrees to provide at least 15 days prior to said expiration date, a new certificate of insurance evidences coverage as provided herein for not less than the remainder of the term of the Service Agreement,or for a period of not less that one year. New certificates of insurance are subject to the approval of the CSU, and Contractor agrees that no work or services shall be performed prior to the giving of such approval. In the event the Contractor fails to keep in effect at all times insurance coverage as herein provided,the CSU may in addition to any other remedies it may have, terminate this Service Agreement upon the occurrence of such event. Contractor agrees to waive their right of subrogation against the CSU for any claims. Insurance,to be placed with the California Admitted insurer with current A.M.Best's rating of no less that A:VH unless otherwise approved by the CSU. If any Insurance required herein is written on a claims-made form, following the termination of this Agreement, coverage shall survive fora period of not less than three years. Coverage shall provide for a retroactive date of placement coinciding with the Agreement commencement date. Commercial General Liability Coverage as broad as ISO occurrence for CG0001)primary insurance coverage against claims for injuries to persons or damages to property and/or damages to property and/or contractual liability which may arise from or in connection with the performance of the work or operations hereunder by or on behalf of the Contractor, its agents, representatives or employees in an amount not less that $5,000,000.00 (Five million dollars) per occurrence; $10,000,000.00(Ten million dollars)aggregate.. Endorsements shall designate: The State of California, Trustees of the California State University, California Polytechnic State University San Luis Obispo, and each of their officers, officials, employees, authorized representatives, agents and volunteers,the"CSU",as additional hisured(s). Endorsements shall state this insurance shall be primary as respects the CSU, or if excess, shall stand in an unbroken chain of coverage excess of the Named Insured's scheduled underlying primary coverage. In either event, any other insurance maintained by the University scheduled above shall be in excess of this insurance and shall not be called upon to contribute with it. Business Auto Liability Coverage as broad as ISO form number CA 0001,code 1 any auto)primary insurance against claims for injuries to persons or damages to property and/or contractual liability which may arise from or in connection with the performance of the work hereunder by the Contractor,its agents,representatives or employees covering owned, hired, leased and non-owned automobiles used by or on behalf of the Contractor,including coverage for uninsured and underinsured motorists,in an amount not less than$5,000,000.00(Five million dollars)per occurrence;$10,000,000.00 (Ten million dollars)aggregate. Endorsement shall designate: The State of California, Trustees of the California State University, California Polytechnic State University San Luis Obispo, and each of their officers, officials, employees, authorized representatives, agents and volunteers,the"CSU",as additional insnred(s). cy is ATTACHMENT Endorsement shall state that this insurance shall be primary as respects the CSU, or if excess, shall stand in an unbroken chain of coverage excess of the Named Insured's schedule underlying primary coverage. In either event, any other insurance maintained by the CSU scheduled above shall be in excess of this insurance and shall not be called upon to contribute with it. Contractors who are sole proprietors and are usingautomobiles for personal transportation only may submit proof of automobile insurance as required by California law. Worker's Compensation and Employer's Liability Coverage: The Contractor shall provide the following coverage: Primary insurance coverage against claims with respect to obligations imposed on the Contractor and sub contractors by State worker's compensation statues and damages that the contractor becomes legally obligated to pay because of bodily injury by accident or disease to an employee. Minimum limits:amount proscribed by California law for Worker's Compensation,$1,000,000 for Employer's Liability. Endorsement shall state that the insurer waives.their right of subrogation against the CSU Sole Emplietors Exclusion Contractors who are sole proprietors or are otherwise excluded from state requirements for workers compensation coverage may: Submit: proof of health insurance as broad as statutorily required by the State of California for employees antic either submit proof of disability insurance as broad as statutorily required by the State of California for employees or execute a Release Agreement with the University regarding the contract activities to be performed � y/3 ATTACHMENT Exhibit C SCOPE OF SERVICES FOR SLO TRANSIT OPERATIONS Cal Poly, SLO ("Cal Poly') and the City of San Luis Obispo ("the City") have agreed to a five year contract regarding services to be provided to Cal Poly by SLO Transit, the City's transit operation. This contract includes the following provisions: 1. The term of the contract will nm for five fiscal years, from 7/1/06 through 6/30/11. In the event a new agreement is not executed prior to the termination of this term the parties agree that any services rendered by the City at the request of Cal Poly after that date will be on a month to month basis at the then current prorated rate. 2. Cal Poly's payment to the City will be as follows, assuming there are no changes to the existing levels of service: Year I (FY 06/07)=$322,000 Year (FY 07/08)=$322,000 Year 3 (FY 08/09)=$331,660 Year 4(FY 09/10)=$341,610 Year 5 (FY 10/11)=$351,858 Annual payment includes a 3%increase, after the first two years of the contract. Payments(Net 30)will be made on a quarterly prorated basis, after receipt of ridership reports and a valid invoice. 3. Cal Poly's rates are based on a combination of revenue vehicle miles(RVM)(See attached report) and a percentage share of the unsubsidized operating cost for the Cal Poly related SLO Transit routes(routes 4, 5, 6a, &6b).The City agrees that there shall be no Cal Poly contribution for SLO Transit's downtown trolley, City indirect costs,or the fare box recovery system. NOTE: During the term of this agreement,City and Cal Poly shall meet to discuss and validate the formula being used to determined Cal Poly's contributions(RVM and percentage share of the unsubsidized operating cost for the identified Cal Poly SLO Transit routes)over the period of the agreement. Included in the discussion will be evaluating other possible methodologies for determining Cal Poly's annual rate. 4. In the event of the City plans on making changes to transit service or transit operations that may impact Cal Poly ridership, the City and Cal Poly agree to meet and discuss proposed changes,prior to presentation to the Mass Transit Committee. 5. In the event of a significant service reduction, in accordance to the City's Transit Service Public . Participation Policy, the City and Cal Poly will review and evaluate the proposed service change and amend this agreement to an annual rate and service level that is mutually acceptable. r ATTACHMENT a� 6. During second year of service, City and Cal Poly shall meet to discuss possible options for route coverage for Poly Canyon Village. If a mutually agreeable decision is made to modify route coverage, an amendment to this agreement will be administered to document any changes and rate impacts, if applicable. 7. The City responsibilities include the following services; a. No fare for individuals with Cal Poly ID (Students, Staff, and Faculty) b. Replace Cal Poly bus shelters with City approved bus shelters, as funding is available. Cal Poly building permit required prior to installation. c. Promote the Cal Poly Program,which may include financial and/or non-financial contributions that are mutually acceptable. d. In the event that the City conducts an origin and destination survey as part of their Short Range Transit Plan(SRTP)updates,the City will include questions in the survey instrument designed to collect the number of individuals from Cal Poly that are riding the bus. e. Enhance data collection as part of the on-going operations, including EDAPTS reporting when possible. Cal Poly agrees that any funding related to EDAPTS is separate from this agreement. f. Unlimited rides and transfers for individuals authorized under this agreement to use the Cal Poly Program. g. When "leave behinds" consistently occur and are not remedied by another measure,or ridership trends dictate changes to service levels,the City and Cal Poly will implement service changes allowed under the processes established in the City's Short Range Transit Plan and if implementation of said service changes can be accommodated within existing financial and operational resources. h. Collect accurate Cal Poly Ridership Data and report that data on a quarterly basis to Cal Poly. The collection of data should include at a minimum the number of Cal Poly riders per route per period as well as other riders separately. Breakout data for day, evening,weekday and weekend Ridership numbers(Cal Poly and all others) as well as in session&out of session data. (See reporting examples attached as pages 3-5). i. Provide certified annual operating data for SLO Transit operations, at a level of detail mutually agreed upon by both parties. Data shall include income and expense data and a summary of average cost for Cal Poly Riders versus all other riders of system. j. Schedule and participate in"meet and confer"sessions with Cal Poly as needed under this agreement. ATTR JMENT M Win w � p d I A M 0O r r r K � � s. r ^ 0 0 0 CD O W r r r 0 0"0 0 0 0 p N O O K C! 0 0 0 C0 0 Q eF 0 0 0 0 0 ti 1 O O C C C C C C G O O C C 0 0 0 0 0 Lp n. CL W U o az p � 0 � z 'm CO W NOD 0(pp 1A �.M 0r N `,Yt 1�-0 I N ' CD M 4 N r P M CO �. N &n '0V r r r R l"f N r V. . t0 000000000000000000000 K 2 0 Cm 0000 1O np) mualnCCn Is N C A O 0 CD Cn V W 1, Pf CO C: N � Cl .r- � ��C+7 NM C a U 0p 0 0 pO o 0 o c o 0 0 0 0 o p W W0+5rm V' OR 0018 CV NMCO N p CD 0V C/> ^^ OOCp IAr Y r IV0N0�+1 � A rNNh h � CO 8000000000000000 o p z r. m 0000000000000o000C , - O m 0 M r Co.of'CO O,� O m 1(f N N CD Cl GD c+f N r W (� a Cil A00 CO 1[) r Wit{ {tom g �` MPqR1t rN CM r, � OD u CO t � � r Cr O CO CO Co COCO CD N N < vT a. avVaV Nto Z to � O QZQZ Z m � cycos� 4 Lhmmmmi. cO0 Cl CCD 00000000000000QQo, o ��—j� ATTAC�2 ENT | B§BIMmo■ . . � ���§§§k|;■ . !� �2 §|§[[g§§m■ ! m■r99§2I£! . !§ ! ||§!3 5 ! . 2I�§§|2$ | . <! ■■■§§..l,� . !� $ ||5|! |8d Ed f §|§§§ §#E | !§a§§°©�,2 � � ATTACHMENT a-. (D IY' CD M V' I- (DtDN V4 0 C CD Cn fA m � O/ pO NN (4, C4 6c; C6 ,6 m rr V N � O) � NNf` 4 oFv m t O j W _J QCO ZQZ Z W W W }wwww } w w Qm �[� co 1NM V V' "I Lommm m P CD ID ~ ur "f A? ma1Y7 'o oo 'o oo 0-12 'o o' o