Agenda Item # 10.3 For Council Meeting of: June 9, 2009 CITY OF SANTA ROSA CITY COUNCIL TO:
MAYOR AND CITY COUNCIL
SUBJECT:
AMENDMENT NUMBER THREE TO THE PROFESSIONAL SERVICES AGREEMENT WITH MV TRANSPORTATION TO PROVIDE ADA PARATRANSIT SERVICE FOR THE CITY OF SANTA ROSA
STAFF PRESENTER:
MICHAEL IVORY, TRANSIT PLANNER DEPARTMENT OF TRANSIT AND PARKING
AGENDA ACTION:
RESOLUTION
ISSUE(S) Shall the Santa Rosa Department of Transit and Parking (department) amend the Agreement with MV Transportation, Inc. to add additional administrative language and to extend the term of service by exercising a portion of Option Year One of the Original Agreement? BACKGROUND Pursuant to the Americans with Disabilities Act, the Santa Rosa Department of Transit and Parking is required to provide complementary paratransit service for qualified individuals in the greater Santa Rosa area. After following all required steps in the competitive bid process, including interviewing a number of proposers, MV Transportation (MV) was selected to provide ADA, complementary paratransit service for Santa Rosa. An agreement, that contained two one year options, was developed, approved and put into effect July 1, 2006. As year three of this agreement nears, the system is operating smoothly enough that the department feels comfortable requesting that MV be allowed to continue operating while a Request for Proposals (RFP) is developed for the next bidding process. In addition, the Department of Transit and Parking would like to include administrative language additions that will strengthen the Original Agreement. ANALYSIS 1.
The Department of Transit and Parking feels that MV is providing more than adequate paratransit service, due in large part to the longevity of a high
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percentage of their drivers and staff. It is with this in mind that the decision to extend the term of service is being considered in order to allow ample time to develop a new RFP for the next bid process. The department shall pay MV a variable rate of $30.49 per Vehicle Revenue Hour (VRH). Total revenue hours for an additional eight (8) months are to be limited to thirteen thousand nine hundred (13,900) combined hours for ADA Paratransit Service and demand responsive/deviated fixed route transit service in the Oakmont Community. In the event that the department wishes to increase the amount of service provided by MV this VRH rate will remain the same for the duration of this amendment. Total maximum compensation to be paid for the satisfactory accomplishment and completion of tasks set forth in this amendment shall in no event exceed the sum of $685,643.63 for the term extension.
2.
Over the past three years of operating under the current agreement, a small number of administrative or operational clauses have been determined to be inadequate or not expansive enough, i.e. data retention and emergency response procedures. This amendment will be an opportune time to upgrade that language.
3.
Due to an unusually high instance of excessively expensive component failures (transmissions) on the newer fleet vehicles, the department has elected to insert a clause that will allow financial assistance to MV as these failures occur.
RECOMMENDATION It is recommended by the Department of Transit and Parking that Council, by resolution, approve Amendment Number Three to the existing Professional Services Agreement with MV Transportation to include additional administrative language, and authorizes the Director of the Department of Transit and Parking to extend the term of service by exercising eight months of Option Year One of the Original Agreement. Compensation for this amendment shall in no event exceed $685,643.63. Author: Michael Ivory Attachments: 1. Professional Services Agreement with MV Transportation to Provide ADA Paratransit Service for Santa Rosa 09.06.09 MV Amend NO 3 -sr.doc
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2. Amendments NO 1 and NO 2 of the Professional Services Agreement with MV Transportation to Provide ADA Paratransit Service for Santa Rosa 3. Proposed Amendment NO 3 of the Professional Services Agreement with MV Transportation to Provide ADA Paratransit Service for Santa Rosa
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Attachment 1
AGREEMENT FOR PROFESSIONAL SERVICES WITH MV TRANSPORTATION TO PROVIDE ADA PARATRANSIT SERVICE FOR THE CITY OF SANTA ROSA This Agreement is made this ______ day of ______, 2006, between the City of Santa Rosa, a charter city ("CITY"), and MV Transportation ("CONTRACTOR") a California Corporation. RECITALS A.
CITY desires to:
Retain CONTRACTOR to provide complementary
ADA Paratransit Service for Santa Rosa between July 1, 2006 and June 30, 2009, with the option to extend services for two additional one year periods with CITY approval. B.
CITY desires to retain a qualified firm to conduct paratransit services in
accordance with the provisions contained in the Request for Proposals for City of Santa Rosa Complementary Paratransit Service last updated on May 18, 2006. C.
CONTRACTOR represents to CITY that it is a firm composed of highly
trained professionals and that is fully qualified to provide Complementary Paratransit Service in compliance with the Federal Americans with Disabilities Act (ADA) and any other local, state, or federal laws governing the provision of such service. AGREEMENT NOW, THEREFORE, CITY and CONTRACTOR agree: 09.06.09 MV Amend NO 3 -sr.doc
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1.
SCOPE OF SERVICE CONTRACTOR shall provide CITY with the following services: The above services and activities are described with particularity in the
CITY'S Request for Proposals last updated May 18, 2006, attached as Exhibit A which is incorporated by reference as though fully set forth, and in accordance with the provisions of this Agreement. CITY shall also hold CONTRACTOR responsible for implementing all plans and procedures contained in their proposal dated May 22, 2006 to the CITY’S RFP unless otherwise directed by the CITY. In case of any conflict between the terms of these documents, the terms of this Agreement shall control and prevail. a.
It is additionally recommended by CITY that CONTRACTOR utilize
local service organizations such as Council on Aging (COA), Community Resources for Realization (CRI), and The Earle Baum Center for the Blind as additional training resources and speakers at monthly safety functions. b.
Liquidated damages referenced in the RFP section B, subsection 3, are
reduced to $50 and are shown as Exhibit E. c.
Performance by either party shall not be deemed in default
hereunder where delays or defaults are directly caused by war, insurrections, strikes walkouts, riots, floods, earthquakes, fires, casualties, act of God, governmental restrictions imposed or mandated by governmental entities other than the City, which precludes performance by such party. d.
Contractor will file with City prior to execution of the Contract and
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maintain at their sole cost during the term of the Contract, a corporate surety performance bond or irrevocable letter of credit, on a City-approved form, in the principal sum equal to three (3) months operating expenses, guaranteeing Contractor's performance in accordance with the provisions of the Contract. 2.
COMPENSATION a.
As compensation for all services of CONTRACTOR in performance of
this Agreement, CITY shall pay CONTRACTOR as follows: CITY will compensate CONTRACTOR for services rendered under the Agreement at the monthly administrative charge, a charge for additional administrative hours, when required, and a charge for the number of Vehicle Revenue Hours as more fully described in the RFP P.24 of 64 Article V and generally in accordance with the proposed budget outlined in Exhibit B in this Agreement. b.
Payments prescribed herein shall constitute all compensation to
CONTRACTOR for all costs of service, including, but not limited to, direct costs of labor of employees engaged by CONTRACTOR, travel expenses, telephone charges, typing duplication, computer time, and any and all other costs, expenses and charges of CONTRACTOR, its agents and employees. This schedule of expenses is described in particularity in the MV Complementary Paratransit Service Proposal, Option One included as Exhibit B in this Agreement. c.
In the event of any change in Federal, State, or CITY rule, ordinance or
stipulation of service which has the effect of increasing CONTRACTOR’S healthcare 09.06.09 MV Amend NO 3 -sr.doc
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costs CONTRACTOR and CITY shall meet to discuss the impact of these costs and may, subject to the approval of CITY and CONTRACTOR, negotiate adjustments to CONTRACTOR’S rates as specified herein. Should the CITY and CONTRACTOR be unable to reach an agreement to increase CONTRACTOR’S rate to offset the increased costs, CONTRACTOR may, with no less than a ninety (90) day notice to CITY, terminate the Agreement. The CITY acknowledges that CONTRACTOR’S termination due to inability to recover additional costs imposed is reasonable. d.
Due to the increased wage schedule for paratransit drivers included in this
Agreement, CITY will require that the job description for this position be upgraded to stipulate that all drivers providing ADA Paratransit Service under this Agreement will hold a California Class “B” Commercial drivers license with passenger endorsement. Qualification for this level of license will require that employees undergo a Department of Justice background check, successfully complete the BOSS driver screening, the Employer Pull Notice Program, and be subject to random drug and alcohol testing. e.
Total maximum compensation to be paid for the satisfactory
accomplishment and completion of tasks set forth above shall in no event exceed the sum of $856,000 for year one, $868,000 for year two, and $888,000 for year three. An additional $100,000 contingency fund is included in this Agreement to provide compensation during the term hereof should the total of Vehicle Revenue Hours (VRH) needed to provide adequate service exceed the proposed estimated 19000 annual VRH as 09.06.09 MV Amend NO 3 -sr.doc
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noted in the CITY’S RFP. This contingency will allow adjustment of the total compensation for operations only with the approval of the Santa Rosa City Manager. The Santa Rosa Director of Administrative Services is authorized to pay all proper claims from account number 3285-20.
CONTRACTOR shall not be required to perform
services hereunder without compensation should the maximum obligation be exhausted prior to the end of the term of the AGREEMENT or any extension term. MV shall submit a “Reimbursement Computation” to CITY for all services provided in the preceding month. CITY shall pay MV the amount claimed within thirty (30) calendar days following approval of said invoice by CITY. City will contact CONTRACTOR within five (5) business days upon receipt of invoice with any discrepancies. Any liquidated damages assessed by CITY through the invoice process will be in accordance with the liquidated damages schedule set forth in Exhibit E of this Agreement. f.
CONTRACTOR will provide for CITY Trapeze scheduling software for
use by CONTRACTOR’S staff in daily scheduling, operations, and as a report generator. CONTRACTOR will provide CITY with one viewer’s login credential for use at a remote location at CONTRACTORS expense. CITY will reimburse CONTRACTOR as follows:
Year one - $1500 start up and training cost plus $6000 annual license = $7500
Year two - $6000 annual license
Year three -$6000 annual license
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Which costs are as included in Budget at Exhibit B. CONTRACTOR agrees to have the Trapeze scheduling software installed, all personnel trained, and the system in full operation within 180 days from execution of this Agreement. g.
In the event that the CONTRACTOR determines that additional vehicles
will be required to provide adequate service in accordance with the ADA. CONTRACTOR shall contact the Santa Rosa Paratransit Coordinator the day before the initiation of service for that day to receive approval, not to be unreasonably withheld, to add additional vehicles in order to prevent any shortfall of next day service. CONTRACTOR will not be held responsible for a denial of service where the client has refused service offered within the ADA two hour negotiating window (Adversarial Denial as defined in the FTA ADA Guidelines).
CONTRACTOR shall provide
additional vehicles per the cost schedule included in this contract as Exhibit D. h.
For the term of this Agreement, the price of fuel is based on the Oil Price
Information Services (OPIS) rack average of $2.57 per gallon for diesel and $2.77 per gallon for gasoline at CITY facilities (June 2006). For FY 07/08, the averages are adjusted 4% higher ($2.67 per gallon for diesel and $2.88 per gallon for gasoline) to reflect anticipated increase in fuel costs.
Should the price of fuel at CITY pumps
fluctuate more than 15% greater or less than the above averages during any given month during the term of this Agreement, a “fuel adjustment” shall be calculated as follows:(i) for any increase over 15% of the base price, CITY shall pay one-half of the additional 09.06.09 MV Amend NO 3 -sr.doc
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fuel cost; or(ii) and for each one-cent per gallon decrease below 15% of the base price, CONTRACTOR shall adjust reimbursement for that month to reflect a decrease of onehalf of the cost savings for fuel. i.
The standard of performance as referenced in the RFP P. 28 0f 64 Article
V (C) (d) as 99% is reduced to 97% per monthly reporting cycle. The incentive for achieving this standard is $600 each month attained, payable to CONTRACTOR by CITY, one half of which will be utilized as CONTRACTOR staff incentive bonus in accordance with the RFP.
3.
DOCUMENTATION AND RETENTION OF MATERIALS a.
CONTRACTOR shall maintain adequate documentation to substantiate all
charges for hours and materials as required by Section 2 of this Agreement. b.
CONTRACTOR shall keep and maintain full and complete documentation
and accounting records concerning all extra or special services performed by it that are compensable by other than a flat rate and shall make such documents and records available to authorized representatives of CITY for inspection at any reasonable time as required in the CITY’S RFP. c.
CONTRACTOR shall maintain the records and any other records related
to the performance of this Agreement, and shall allow CITY access to such records, for a period of four (4) years. Daily manifests and monthly status reports for operations i.e., ridership, on-time performance, overall system performance (actual mileage per vehicle, 09.06.09 MV Amend NO 3 -sr.doc
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service hours etc.) will be submitted to the CITY paratransit coordinator monthly. In addition, quarterly reports, based on National Transit Database (NTD) requirements for expenditures and operating costs are required. A sample NTD report form is included as Exhibit C. d.
CONTRACTOR shall initiate passenger mile surveys per NTD
requirements between July, 2006 and June 30, 2009 and as required by the CITY in the future. 4.
INDEMNITY/LIABILITY a. CONTRACTOR’S indemnity obligations shall be as set forth in Article V, Section F of the RFP, incorporated by this reference.
5.
INSURANCE CONTRACTOR shall, at its own cost and expense, procure and maintain
insurance as set forth in particularity in the CITY’S RFP Article V, Section E updated as of May 18, 2006. b. Additional Insured Endorsement Under the public liability, property damage and automobile liability insurance required in CITY’S RFP, CITY, its officers, agents and employees shall be named as additional insureds by endorsement and as to such additional insureds, the insurance shall be primary and the policies shall contain by endorsement a cross liability clause. c. Certificates
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The insurance required hereunder shall be evidenced by certificate or certificates submitted to CITY which shall be executed by the insurance company or companies involved and which shall state that this insurance may not be terminated without 30 days prior written notice being received by CITY. The certificate(s) shall be submitted to CITY before or at the time CONTRACTOR executes this Agreement. 6.
ASSIGNMENT CONTRACTOR shall not assign any rights or duties under this Agreement to a
third party without the express written consent of CITY, which may be withheld in CITYS sole and absolute discretion. CONTRACTOR agrees that prior to contracting for or otherwise engaging CONTRACTORS or engineers for use or assistance in performance under this Agreement, the names shall be submitted to and approved by CITY. 7.
TERMINATION The City may terminate the Contract at any time in City’s sole and absolute
discretion for any reason or for no reason whatsoever by giving the Contractor thirty (30) days written notice thereof. Notice of termination shall be by certified mail. Upon termination, the City shall pay the Contractor its allowable costs incurred to date of termination and those costs deemed necessary by City to effect termination. In the event that the Contractor at any time during the entire term of the Contract commits a material and substantial breach of the requirements or conditions of the Contract, and does not within ten (10) days of receipt of notice from the City cure such breach or violation, the City may immediately terminate the Contract and shall pay the Contractor only its allowable costs to date of such termination.
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8.
NOTICES Except as otherwise specifically provided in this Agreement, any notice, submittal
or communication required or permitted to be served on a party, may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to:
CITY:
CONTRACTOR:
Robert Dunlavey Director-Transit and Parking PO Box 1678 Santa Rosa, CA 95402 707-543-3330
Jon Monson CEO-MV Transportation 360 Campus Lane, Suite 201 Fairfield, CA 94534 707-863-8734
9.
INDEPENDENT CONTRACTOR The parties intend that CONTRACTOR, in performing the services specified,
shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other employers while it is under contract with CITY. CONTRACTOR shall not be considered an agent or employee of CITY and is not entitled to participate in any pension plan, medical, or dental plans, or any other benefit provided by CITY for its employees. 10.
ADDITIONAL SERVICES
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If CITY makes a decision to change the scope of work, as delineated in Section 1 of this Agreement, all such changes shall be by written amendment to this Agreement. 11.
SUCCESSORS AND ASSIGNS CITY and CONTRACTOR each binds itself, its partners, successors, legal
representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein. 12.
ENTIRE AGREEMENT This Agreement is the entire Agreement between the parties.
13.
MODIFICATION This Agreement shall not be modified except in writing executed by all parties.
14.
TIME OF PERFORMANCE CONTRACTOR shall begin work on this project upon receipt of a written
notice to proceed from CITY and shall work diligently and continuously to provide all the required services set forth in this Agreement between July 1, 2006 and June 30, 2009. Should CITY and CONTRACTOR mutually agree to extend this Agreement beyond June 30, 2009, CONTRACTOR shall continue to perform required services per this Agreement upon mutual agreement as to compensation. 15.
SIGNATURES REQUIRED FOR CORPORATIONS
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If this agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice-president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CONTRACTOR
CITY OF SANTA ROSA A Charter City
By __________________________________
By __________________________________
Name ________________________________ Title_______________________________ Title _________________________________ Taxpayer #__________________________
ID
By __________________________________
ATTEST____________________________ City Clerk
APPROVED AS TO FORM City Attorney
Name ________________________________ Title _________________________________
By ___________________________________
Santa Rosa_ADA Paratransit.doc
Version Date: September 20, 2002
Attachment 2 AMENDMENT NO. 1 TO AGREEMENT WITH MV TRANSPORTATION TO PROVIDE PARATRANSIT SERVICE FOR THE CITY OF SANTA ROSA
This Amendment is made this day, ______________, between the City of Santa Rosa (CITY), a charter city, and MV Transportation (CONTRACTOR), a California corporation.
RECITALS A.
CITY and MV Transportation (CONTRACTOR), entered into an Agreement, effective July 1, 2006, for CONTRACTOR to provide complementary ADA Paratransit Service for Santa Rosa between July 1, 2006 and June 30, 2009 with the option to extend services for two additional one year periods with CITY approval.
AMENDMENT NOW, THEREFORE, in consideration of the mutual benefit to be derived by the parties, it is agreed to amend the Agreement as follows:
1. Appendix F a. CITY and CONTRACTOR agree to amend this Agreement to include a list of periodic reports that will be submitted to CITY. Appendix F will include the following: “The following reports will be submitted electronically on a monthly basis:
System Performance Fleet PM Schedule- all vehicles are current Complaints w/response 5310 Vehicle monthly mileage and passenger count NTD style financial form
8-1-2006 Amend1_MV
The following will be submitted on a daily basis:
Daily manifest Urgent incidents
The following will be submitted quarterly, semi-annually, and annually. In addition, periodic checks will be made to assure that the FTA Drug Abuse and Alcohol Misuse Testing Program (49 CFR Part 40) is current, on schedule, and in compliance. To include: MV oversight of vendor and testing facility - annual MV adherence to supervisor and employee training – quarterly MV adherence to a testing schedule that assures random, ongoing completion of safety sensitive personnel examinations – quarterly CITY will conduct onsite evaluations to confirm security and ongoing conformance – semi-annual. 2. Appendix G a. CITY and CONTRACTOR agree to amend this Agreement to include the final yearly cost breakdown of the Agreement and the hourly charge for revenue hours accrued.
This Amendment has no financial impact on the Agreement. All other terms of this Agreement shall remain in full force and effect.
SIGNATURES REQUIRED FOR CORPORATIONS If this agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice-president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CONSULTANT
By __________________________________ Name ________________________________ Title _________________________________
CITY OF SANTA ROSA A Charter City
By __________________________________ Title_______________________________ ATTEST____________________________ City Clerk
Taxpayer ID #__________________________
APPROVED AS TO FORM City Attorney
By __________________________________
By ___________________________________
Name ________________________________ Title _________________________________
8-1-2006 Amend1_MV
AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES WITH MV TRANSPORTATION TO PROVIDE ADA PARATRANSIT SERVICE FOR THE CITY OF SANTA ROSA
This Amendment No 3 is made this day of , 2008, between the City of Santa Rosa, a charter city (CITY), and MV Transportation, Inc (CONTRACTOR), a California Corporation
RECITALS A.
CITY and CONTRACTOR entered into an agreement, dated July 1, 2006 (the “Original Agreement”), for CONTRACTOR to provide ADA Paratransit service. Amendment No 1 to the original agreement was approved by Council in September 2006 and related to requiring monthly reports, additional financial reporting, and Drug and Alcohol oversight. Amendment No 2 was approved by Council in June 2008 and required MV Transportation to install GPS/AVL Software and equipment on the buses.
B.
CITY and CONTRACTOR now desire to amend the Original Agreement for the purpose of adding additional service responsibilities to the Original Agreement.
AMENDMENT NOW, THEREFORE, in consideration of the mutual benefit to be derived by the parties, it is agreed to amend the Original Agreement, as previously amended, as follows: 1.
CONTRACTOR will provide CITY a maximum of seventeen hundred and fifty (1750) vehicle revenue hours (VRH) per contract year of demand responsive/fixed route transit service in the Oakmont Community area of Santa Rosa. 2.
Scope of Services. CITY AND CONTRACTOR hereby agree that the scope of services as described and set forth in Section 1 and Exhibit A of the Original Agreement, shall be
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amended to allow for the provision of additional services by CONTRACTOR as follows: CONTRACTOR shall, at minimum, provide a demand responsive/fixed route service from 8:00 AM to 3:30 PM Monday through Friday. Exceptions to this schedule must be negotiated with CITY. Service will not be provided on holidays recognized by CITY. The service will follow a pre-determined route unless an ADA Paratransit eligible resident of the Oakmont Community who is unable to travel to a designated bus stop calls CONTRACTOR’s office and schedules a deviation to their residence for a pick up. Route deviations are to be scheduled from two hours prior to and up to one week in advance of the requested pick up time. Cancellations for scheduled route deviations that are called in less than two hours before the scheduled pick up time are considered late cancellations. No shows and late cancellations will be tracked and reported to CITY and may be cause for temporary suspension of service rights.
3.
Compensation CITY AND CONTRACTOR hereby agree that the compensation under the Original Agreement shall be amended to adjust compensation to include the additional service costs. Therefore, the first sentence of Section 2(a) is amended to read as follows: "CITY shall pay to CONTRACTOR for additional services associated with providing a demand responsive/fixed route service in the Oakmont Community. Compensation shall be paid at a rate of thirty dollars and twenty eight cents ($30.12) per revenue hour of service provided. Total revenue hours are to be limited to twenty thousand (20,000) (increased from 19,000) for the ADA Paratransit Service and seventeen hundred and fifty (1750) for the demand responsive/ fixed route service per contract year. The CITY Director of Administrative Services is authorized to pay all proper claims from Account Number 3285.” Additionally, the first sentence of Section 1(c) of the Agreement is hereby amended to read as follows: “Total maximum compensation to be paid for the satisfactory accomplishment and completion of all tasks set forth above in Fiscal Year 2008/2009 not to exceed $1,016,028.01.”
All other terms of the Agreement shall remain in full force and effect. MV amendment 2 06.17.08.doc
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the day and year first above written. CONTRACTOR: MV Transportation, Inc a California corporation
CITY OF SANTA ROSA, a Charter City
By ___________________________________
By __________________________________
Name________________________________ _
Title _________________________________
Title _________________________________
ATTEST___________________________ Assistant City Clerk
Taxpayer #__________________________
ID
APPROVED AS TO FORM: By ___________________________________ City Attorney’s Office
By __________________________________ Name ________________________________ Title _________________________________
If Contractor is a corporation, two corporate officers must sign above.
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Attachment 3 AMENDMENT NO. 3 TO AGREEMENT FOR PROFESSIONAL SERVICES WITH MV TRANSPORTATION TO PROVIDE ADA PARATRANSIT SERVICE FOR THE CITY OF SANTA ROSA
This Amendment No 3 is made this day of , 2009, between the City of Santa Rosa, a charter city (CITY), and MV Transportation, Inc (CONTRACTOR), a California Corporation
RECITALS A.
CITY and CONTRACTOR entered into an agreement, dated July 1, 2006 (the “ORIGINAL AGREEMENT”), for CONTRACTOR to provide ADA Paratransit service. Amendment No. 1 to the ORIGINAL AGREEMENT was approved by Council in September 2006 and related to requiring monthly reports, additional financial reporting, and Drug and Alcohol oversight. Amendment No. 2 was approved by Council in August 2008 and required MV Transportation to install GPS/AVL Software and related equipment on the buses. In addition, Amendment No.2 transferred the responsibility for providing a deviated fixed route service in the Oakmont Community to MV Transportation.
B.
CITY and CONTRACTOR now desire to amend the Original Agreement for the purpose of clarifying financial responsibility for excessive vehicle maintenance costs, updating and locking in Vehicle Revenue Hour (VRH) compensation for an additional eight (8) months beyond the term set forth in the ORIGINAL AGREEMENT, and to include language that will outline CONTRACTORS Emergency Response responsibilities in the event of a catastrophic event, CONTRACTORS data retention responsibility. AMENDMENT
NOW, THEREFORE, in consideration of the mutual benefit to be derived by the parties, it is agreed to amend the Original Agreement, as previously amended, as follows: 1. Section 1. Scope of Service. 09-04-9 MV amendment 3.doc
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a. Extension of Term. The Department of Transit and Parking hereby elects to extend the term of the ORIGINAL AGREEMENT. The term of the contract is hereby extended by an additional eight (8) months commencing on July 1, 2009 and ending on February 28, 2010. b. CITY and CONTRACTOR hereby agree that the Scope of Services as described and set forth in Section 1 and Exhibit A of the Original Agreement, and as thereafter amended by Amendment No. 2, is hereby amended to allow for sharing of financial responsibility for vehicle maintenance costs for major vehicle repairs as follows: For purposes of this Agreement, a "major repair" shall be defined as any vehicle maintenance repair to a CITY paratransit vehicle performed by an outside maintenance vendor the cost of which exceeds $500.00 in parts and labor costs. In the event of a major repair to a CITY paratransit vehicle performed by an outside vendor, CITY shall compensate CONTRACTOR for all amounts paid to the outside vendor exceeding $500.00. c. CITY and CONTRACTOR hereby agree that the Scope of Services as described and set forth in Section 1 and Exhibit A of the Original Agreement, and as thereafter amended by Amendment No. 2, is hereby amended to state CONTRACTOR's Emergency Response responsibilities in the event of a catastrophic event as follows: In the event a local emergency has been declared by the City of Santa Rosa, and upon the request of the Director of the Department of Transit and Parking, or his designee, CONTRACTOR shall make transportation and communication resources available for emergency assistance. CONTRACTOR shall follow instructions of the Department of Transit and Parking, or his designee, and inform CITY Paratransit representative of actions being taken. Emergency use of transportation may include evacuation, transportation of injured, and movement of people to food and shelter. CONTRACTOR shall be reimbursed in accordance with the normal “Price Formula” and “Payment“. Immediately after the emergency condition ceases, CONTRACTOR shall re-institute normal transportation services. It is understood that operational funding provided in this Agreement cannot be expended to support emergency services. CONTRACTOR will take all required measures to assure business continuity and to maintain all functions critical to daily operations as required by the ADA. Failure to do so will result in Liquidated Damages. 2. Section 2. Compensation 09-04-9 MV amendment 3.doc
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CITY and CONTRACTOR hereby agree that the Compensation as described and set forth in Section 2 of the Original Agreement, and as thereafter amended by Amendment 1, Exhibit G--Cost Proposal and Summaries, and Amendment No. 2, is hereby amended as follows: a. As compensation for all services of CONTRACTOR in performance of this Agreement for Option Year One, CITY shall pay CONTRACTOR for services rendered under the Agreement in accordance with CONTRACTOR's Cost Proposal for Option Year One, Appendix D, which is incorporated herein by reference. Payments described herein shall constitute all compensation to CONTRACTOR for all costs of services associated with providing ADA Paratransit Service and demand responsive/deviated-fixed route service in the Oakmont Community. b. CITY shall pay CONTRACTOR as follows: CITY will compensate CONTRACTOR for services rendered under the Agreement on a monthly basis for the monthly administrative charge (fixed costs) and a charge for the number of Vehicle Revenue Hours (VRH) (variable costs) accomplished on a monthly basis. Total revenue hours for an additional eight (8) months are to be limited to thirteen thousand nine hundred (13,900) combined hours for ADA Paratransit Service and demand responsive/deviated fixed route transit service in the Oakmont Community. c. CITY shall pay CONTRACTOR a monthly administrative charge (fixed cost) in the sum of $32,731.52. CITY shall pay CONTRACTOR a variable rate of $30.49 per Vehicle Revenue Hour. In the event that CITY wishes to increase the amount of service provided by CONTRACTOR this VRH rate will remain the same for the duration of this amendment. Total maximum compensation to be paid for the satisfactory accomplishment and completion of tasks set forth above shall in no event exceed the sum of $685,643.63 for the term extension. Total compensation for this agreement in FY 2008/09 was $1,016,535.14 for twelve (12) months. 3. Section 3. Documentation and Retention of Materials CITY and CONTRACTOR hereby agree that the Documentation and Retention of Materials as described and set forth in Section 3 of the Original Agreement is hereby amended to address ownership of the Mobile Data Terminals after expiration or termination of the Agreement and data and records generated by the GPS units as follows: 09-04-9 MV amendment 3.doc
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Upon expiration or termination of the Agreement between CITY and CONTRACTOR, the Mobile Data Terminals installed in the vehicles and all associated equipment shall become the property of CITY. Pursuant to Section 3 item c of the ORIGINAL AGREEMENT, any and all records including data that has been generated by the GPS units and used by CONTRACTOR pursuant to this Agreement shall be the property of and owned by the CITY. CONTRACTOR hereby assigns to CITY ownership of all rights, title, and interest in the records and data. CONTRACTOR shall provide all such said records and data to the CITY in the form of hard copies and digital files in a digital medium including all documentation and any executables necessary for the CITY to view and manipulate the data upon termination of this AGREEMENT. At a minimum, the data shall be viewable and editable using commercially available off the shelf software.
All other terms of the ORIGINAL AGREEMENT shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the day and year first above written. CONTRACTOR: MV Transportation, Inc a California corporation
CITY OF SANTA ROSA, a Charter City
By _________________________________ _
By _________________________________ _ Title _________________________________
Name____________________________ _ Title _________________________________ Taxpayer #__________________________
ATTEST__________________________ _ Assistant City Clerk
ID
APPROVED AS TO FORM: By
By
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_________________________________ _
_________________________________ _
Name ________________________________
City Attorney’s Office
Title _________________________________ If CONTRACTOR is a corporation, two corporate officers must sign above.
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ATTACHMENT NO.3
Name of Proposer:
____________________________________
YEAR TWO
YEAR THREE ORIGINAL
W/Oakmont Added
YEAR THREE TOTAL
OPTION YEAR ONE
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $
51,417.00 12,116.00 60,390.16 13,258.00 4,000.00 2,303.00 5,888.00 5,500.00 5,550.00 714.00 14,248.00 10,057.00 58,238.00 45,079.00 16,095.00 6,000.00 21,024.00 58,588.00 390,465.16
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $
51,417.00 12,116.00 61,265.82 13,450.24 4,000.00 2,303.00 5,888.00 5,500.00 5,550.00 714.00 14,454.60 10,057.00 59,082.45 45,079.00 16,328.38 6,000.00 21,024.00 58,588.00 392,817.48
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $
34,274.57 8,076.53 40,839.79 8,965.93 2,666.40 1,535.18 3,924.94 3,666.30 3,699.63 475.95 9,635.43 6,704.00 39,384.36 30,049.66 10,884.50 3,999.60 14,014.60 39,054.76 261,852.13
$
32,538.76
$
32,734.79
$ $ $ $ $ $ $ $ $ $
413,197.00 94,433.53 6,997.29 16,709.00 23,422.00 67,209.00 5,979.00 450.00 2,618.00 -
$ $ $ $ $ $ $ $ $ $
419,188.36 95,802.82 6,997.29 16,951.28 23,761.62 68,183.53 5,979.00 450.00 2,655.96 -
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $
32,731.52 279,430.96 63,862.16 4,664.39 11,299.72 15,839.50 45,451.14 3,985.60 299.97 1,770.46 27,258.92 6,591.67 (36,663.00) 423,791.49 685,643.63
8 months
ESTIMATED ANNUAL SERVICE HOURS Fixed Costs Management Wage Management Benefits Dispatcher/scheduler/clerical wages Dispatcher/scheduler/clerical benefits Performance Bond Other Equipment Office Supplies Materials and Supplies Telephone System Drive Cam Shop tools Radio's Telephone Interest Expense Administrative Support Insurance Facility Cost Trapeze Ranger Mentor Annual Service Charge Management fee /pre tax income Subtotal (Fixed Costs)
$ $ $ $ $ $ $
49,681.00 11,641.00 54,350.00 12,735.00 4,000.00 2,303.00 5,484.00
$ $ $ $ $ $ $
51,417.00 12,116.00 56,265.00 13,258.00 4,000.00 2,303.00 5,688.00
$ $ $ $ $ $ $ $ $
5,500.00 4,550.00 714.00 11,844.00 11,102.00 56,918.00 39,431.00 15,554.00 6,000.00
$ $
40,340.00 332,147.00
$ $ $ $ $ $ $ $ $ $ $ $
5,500.00 4,550.00 714.00 12,252.00 10,057.00 58,238.00 41,035.00 16,095.00 6,000.00 21,024.00 41,940.00 362,452.00
$
27,678.92
$
30,204.33
$ $
370,094.00 86,024.00
$ $
376,194.00 87,958.00
$ $ $ $ $ $
11,330.00 19,112.00 51,541.00 5,784.00 390.00 2,340.00
$ $ $ $ $ $
11,330.00 19,922.00 51,451.00 5,979.00 390.00 2,418.00
Maintenance Wages Maintenance Benefits Less Fare Box (Estimate)
$ $ $
35,913.00 8,415.00 (55,000.00)
$ $ $
37,171.00 8,759.00 (55,000.00)
Subtotal Variable Expenses Total Costs (Fixed + Variable Costs)
$ $
FIXED MONTHLY COST
Variable Costs Paratransit Operator Wages Paratransit Operator Benefits Payroll Tax & Work Comp Vehicle Maintenance Costs Vehicle Equipment and Parts Vehicle Fuel and Lubricants Recruitment and Training Costs Physicals Uniforms Other Materials and Supplies (specify)
Variable Cost/ hr
$
535,943.00 868,090.00
28.21
$ $
$
546,572.00 909,024.00
28.77
$
4,125.16
$
200.00
$
1,000.00
$
1,996.00
$
4,044.00
$ $
16,648.00 28,013.16
$ $ $ $ $ $
37,003.00 6,475.53 6,997.29 5,379.00 3,500.00 15,758.00
$ $
60.00 200.00
$ $
3,137.00 988.16
$ $
79,497.98 107,511.14
$ $ $ $ $ $
Variable Cost/ hr with Oakmont
$
40,308.00 9,747.16 (55,000.00) 626,069.98 1,016,535.14
30.12
$ $ $ $ $ $
$
40,892.47 9,888.49 (55,000.00) 635,750.81 1,028,568.30
30.49
$
30.49 13,899 VRH
09-04-9 MV amendment 3.doc
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