HomeMy WebLinkAboutStaff Report 1312 (2)16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONTRACTOR to indemnifY an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONTRACTOR's services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of
any subsequent breach or violation ofthe same or of any other term, covenant, condition, provision,
ordinance or law .•
SECTION 18. INSURANCE.
18.1. CONTRACTOR, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
liD It • CONTRACTOR and its contractors, if any, shall obtain a policy endorsement naming CITY as
an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State ofCalifomia. Any and all contractors of CONTRACTOR
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification,
CONTRACTOR shall be responsible for ensuring that current certificates evidencing the insurance
are provided to CITY's Purchasing Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONTRACTOR's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONTRACTOR will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19
Professional Services
Rev June 2, 2010
S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER·CM FOIDERS\KATIIY\Contra cts\Cll138195-MV Transportation (Shuttle)\Contract
Cll138195 -MV TRANSPORTATION SERVICES, Inc.doc
The vehicles shall comply with all applicable Department of Transportation Motor Vehicle
Safety Standards. The Contractor shall perform and document daily safety inspections of
vehicles prior to beginning each day's service. The "pre" and "post" operation inspections shall,
at a minimum, comply with California Code of Regulations, Title 13 and may be subjectto
approval by CITY. Vehicles shall be repaired or replaced within 30 minutes of breakdown.
Vehicles failing the daily inspection shall not be used in service until the failure and its cause(s)
are corrected. All replaced vehicles must display the proper signage as directed by CITY.
CITY reservesthe right but has no obligation to ensure that vehicles are being maintained
properly and are in safe operating condition. CITY may inspect vehicles at any time and may bar
a vehicle from service, if it determines that the safety or operation of the vehicle is impaired,
until the problem(s) are corrected. CITY may also bar a vehicle from service, ifitfails to comply
with the maintenance, operating and emissions standards dictated by federal, state and local
mandates.
Contractor must also .ensure that the maintenance/repair facility and equipment used for
maintenance and repair of all Palo Alto Shuttle vehicles are in compliance with all federal, state
and local laws. CITY reserves the right to inspect all facilities and equipment used for Palo Alto
Shuttle maintenance and repair activities and require that they be replaced or improved to ensure
operational efficiency. of the shuttle vehicles and the safety of employees and passengers.
Additionally, the Contractor shall be in receipt of a current CHP Terminal Inspection Report at
all times.
• Vehicle Maintenance:
The Contractor, at its expense, shall maintain all vehicles used for the shuttle service, at a
ininimum, in accordance with manufacturer's specifications and/or in accordance with the State's
vehicle maintenance standards. Where duplicate standards/regulations exist, the Contractor shall
be required to maintain vehicles in accordance with the stricter standards. Vehicles shall be
cleaned and maintained as stated in the section, Performance Standards and Liquidated Damages
Charges. Maintenance records shall be kept for all vehicles and shall be available for CITY
inspection during normal office hours (8 a.m. to 5 p.m.).
Contractor shall provide a maintenance plan describing how and where vehicles will be
maintained and any maintenance system 01 procedures that will be utilized. All fuels, lubricants,
parts, materials, etc., required for the performance of the service, shall be supplied by the
Contractor at Contractor's expense and may be subject to specification and approval by CITY.
• Air Emissions:
The vehicles used for provision of Palo Alto Shuttle services must not emit particulate matter
(PM), Nitrous Oxide (NOx) and other air pollutants, indicated by the California Air Resources
Board (CARB) and the Bay Area Air Quality Management District (BAAQMD), in amounts that
exceed the maximum level(s) mandated by them. (See "Type of Vehicle" paragraph in this
27
Professional Services
Rev June 2, 2010
S :\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER -CM FOWERS\KA THY\Contra cts\C 11138195-MV Transportation (Shuttle)\Contract
Cl1138195 -MVTRANSPORTATION SERVICES, Inc.doc
j
I j
VIll. Training -All drivers shall be required to receive, and have successfully
completed, the minimum current drivers training required by the California Department
of Motor Vehicles for the type of vehicle operated. All costs associated with driver
training shall be the responsibility ofthe Contractor. The Contractor is responsible for
ensuring that each driver is properly acquainted with the requirements of the program,
his/her responsibilities as a driver, and assisting passengers with special needs and
disabilities.
IX. Logs/Trip Sheets -Drivers shall be required to maintain vehicle logs or trip
sheets for each day of service, to include passenger counts and incident
reports. See Records and Reports Requirements section for additional requirements.
x. Driver Suitability Requirements -A driver may be disqualified from operating a vehicle
under this Agreement for criminal misconduct if he/she has been convicted of one or
more of the following offenses:
1. Operating a motor vehicle while under the influence of alcohol, amphetamines or
narcotic drugs, formulations of amphetamines or derivatives of narcotic drugs.
2. A crime involving the transportation, possession, sale or possession for sale, or
unlawful use of amphetamines, narcotic drugs, formulations of amphetamines or
derivatives of narcotic drugs.
3. A felony or misdemeanor involving moral turpitude.
4. A felony or serious misdemeanor involving violence.
5. Leaving the scene of a traffic accident, which resulted in personal injury or death.
6. A felony involving the use of motor vehicle.
Xl. Sex Offenses A driver shall be disqualified from operating a vehicle for conduct
resulting in the following:
1. Any person determined to be a mentally disordered sex offender under the provisions
of Article I (commencing with Section 6300) of Chapter 2, Part 2, division 6 of the
Welfare and Institutions Code or under similar provisions of law of any other state.
2. Any person required to register as a sex offender under the provisions of Section 290
of the Penal Code or under similar provisions of law of any other state.
xu. Driving Offenses A driver shall be disqualified from providing shuttle
sendee, if any of the following chCulIlstances exist.
1. Conviction of more than three (3) moving violations within the last three years.
2. Driver's license suspended or revoked license may not participate.
XUL Drug/Alcohol Abuse --In accordance with Department of Transportation (DOT)
requirements, the Contractor shall, at its own expense, assure that all drivers, mechanics
and other safety sensitive personnel performing Services are free from alcohol misuse
andl or the abuse of drugs; including amphetamines, opiates, cocaine, PCP, marijuana and
the misuse/abuse of prescription drugs, formulations of amphetamines or derivatives of
narcotic drugs, while on the job andlor performing safety sensitive duties.
32
Professional Services
Rev June 2, 2010
S:IASDIPURCH\SOLICITATIONS\CURRENT BUYER-CMFOLDERS\KATHy\Contra cts\Cl1 138195-MV Transportation (Shuttie)\Contract
CI1138195 -MV TRANSPORTATION SERVICES, Inc,doc
IV. California Highway Patrol (CHP) TelTIlinal Inspection Report
v. Substance Abuse Control Program reports (as required)
Vl. Vehicle reports verifying compliance with CARB and the BAAQMD (as requested)
Vll. Passenger Surveys provided by CITY(as requested)
Vlll. Report on Vehicle Compliance with the CARB to include engine type, vehicle model and year,
odometer readings, fuel used, and vehicle size for each shuttle used'to provide Palo Alto
Shuttle services (prior to start of service and annually thereafter, or as requested)
• Records Requirements:
The Contractor shall be responsible for properly maintaining separate records and summaries
for this Service as deemed necessary by CITY and/or for CITY's submission to federal
and/or state agencies. Contractor shall comply with all federal, state and local mandates
regarding record retention.
• Maintenance and Ownership of Records:
All reports, records, and data relating to this Agreement shall be the property of CITY subject
to the requirements of Section 14 of the contract.
D. Miscellaneous Requirements:
• Fares:
This Palo Alto Shuttle service shall be free of charge to all passengers. No fares shall be
collected.
• Gratuities:
The Contractor and its employees and or subcontractors are prohibited from soliciting or
accepting any tips or gifts of any kind while operating a vehicle in CITY Service.
• Meetings:
CITY plans to hold meetings on an as-needed basis for the purpose of discussing service
problems and proposed solutions and to mamtam open and frequent commumcatlOns.
Unless otherwise notified, the Contractor's Project Manager shall attend all meetings.
• Facilities:
The Contractor shall provide suitable maintenance and storage facilities with which to
operate the Service. All furnishings, equipment and supplies are the responsibility of the
Contractor.
• SafetylEmergency Preparedness/Security Requirements:
34
Professional Services
Rev June 2, 2010
S:\ASD\PURCH\SOLICITATlONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll138195-MV Transportation (Shuttle)\Contract
Cll138195 -MV TRANSPORTATION SERVICES, Inc,doc
Non-performance: In the case that the vehicle operating authority falls under the California Public
Utilities Commission (CPU C), and if the CPUC revokes the permits to operate the vehicles in this
Service, as a result of unsatisfactory inspection ratings by the CRP, they shall not operate. Penalty:
$500.00 per vehicle per day. Penalty shall be assessed until a satisfactory inspection report is
obtained.
• Vehicle Appearance: Contractor shall maintain the upkeep and cleanliness of all
vehicles.
1. At a minimum, interiors shall be swept, mopped, and wiped down daily, including the driver
and dash areas.
11. At a minimum, exteriors shall be washed twice weekly with more frequent washings as
required during periods of rainy weather, including polishing of windshields and cleaning of
wheels.
111. At a minimum, all vehicles shall be completely detailed twice a month including, but not
limited to, the driver's area, dashboard, windows, ceiling, walls, floors and seats.
Non-performance: A vehicle that has not been cleaned as described above. Penalty: $100.00 per day
will be assessed.
• Vehicle Sign age: Contractor shall ensure that the vehicle displays the required signage
appropriately on the vehicle.
1. Non-performance: Vehicles that operate without the proper signage. Penalty: $100 per day
without the proper signage will be assessed.
2. Non-performance: Vehicles that operate with improperly placed signage. Penalty: $100
per day with the improperly placed signage.
3. Non-performance: Vehicles that operate service unrelated to the Palo Alto Shuttle
Program while displaying signage and/or logos that reference the Palo Alto Shuttle
services. Penalty: $100 will be assessed per vehicle per incident.
• Vehicles -Disabled Accessibility: Each vehicle shall be accessible to disabled persons through
wheelchair lifts, ramps or other approved method.
Non-performance: Schedules that operate without a working wheelchair lift shall be considered as
having not operated. CITY shall not pay for missed trips. Penalty: $250.00 per vehicle trip will be
assessed.
• Vehicles -Emissions Compliance: All vehicles used to provide Palo Alto Shuttle service shall
comply with the vehicle type, fuel requirements, and emissions standards required by the
California Air Resources Board (CARB) at all times.
36
Professional Services
Rev 1une 2, 2010
S:\ASD\PURCIDSOLICIT ATIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\C 1113 8195-MY Transportation (Shuttle)\Contract
Cll138195·MY TRANSPORTATION SERVICES, Inc.doc
~
I
1 ~ ]
1 I
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE'OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON·PA YMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (1 0) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
42
Professional Services
Rev June 2,2010
S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll138195-MY Transportation (Shuttle)\Contract
Cll138195 -MY TRANSPORTATION SERVICES, Inc. doc