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HomeMy WebLinkAbout2016-06-22 e-packet@5:30City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Special Meeting Agenda Wednesday, June 22, 2016 5:30 PM Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Special City Council Special City Council Special Meeting Agenda June 22, 2016 NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, June 22, 2016, at 5:30 p.m., in the City Council Chambers, Municipal Services Building, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Special Meeting Agenda. ADMINISTRATIVE BUSINESS 1. Treasurer's Report - Resolution approving the Treasurer's Investment Policy for Fiscal Year 2016 -2017 (Hon. Frank Risso) la. Resolution approving the Treasurer's Investment Policy for Fiscal Year 2016 -2017 2. Report of resolution approving a shuttle services agreement with PCAM, LLC in an amount not to exceed $430,000 for the operations of the South City Shuttle for the period July 1, 2016 through June 30, 2018. (Justin Lovell, Public Works Administrator) 2a. Resolution approving a shuttle services agreement with PCAM, LLC in an amount not to exceed $430,000 for the operations of the South City Shuttle for the period July 1, 2016 through June 30, 2018 3. Report regarding a resolution authorizing the City Manager to renew the existing Landscape Maintenance Services Agreement with Frank and Grossman of San Francisco, CA for citywide landscape maintenance services in an amount not to exceed $511,176 (Sharon Ranals, Director of Parks and Recreation) 3a. Resolution authorizing the City Manager to renew the existing Landscape Maintenance Services Agreement with Frank and Grossman of San Francisco, CA for citywide landscape maintenance services in an amount not to exceed $511,176 CONSENT CALENDAR 4. Report regarding a resolution approving and awarding contracts for furnishing bulk process chemicals at the Water Quality Control Plant for Fiscal Year 2016 -2017; and authorizing the City Manager to execute the necessary agreements (Brian Schumacker, Plant Superintendent) City of South San Francisco Page 2 Printed on 7/28/2016 Special City Council Special Meeting Agenda June 22, 2016 4a. Resolution approving and awarding contracts for furnishing bulk process chemicals at the Water Quality Control Plant for Fiscal Year 2016 -2017; and authorizing the City Manager to execute the necessary agreements (Brian Schumacker, Plant Superintendent) 5. Staff Report regarding a resolution approving a consultant services agreement with Dysert Environmental, Inc. for environmental sampling services in an amount not to exceed $90,000 annually, for Fiscal Years 2016 -2017, 2017 -2018 and 2018 -2019, with an additional two (2) year extension option; and authorizing the City Manager to execute the agreement (Andrew Wemmer, Environmental Compliance Supervisor). 5a. Resolution approving a consultant services agreement with Dysert Environmental, Inc. for environmental sampling services in an amount not to exceed $90,000.00 annually, for Fiscal Years 2016 -2017, 2017 -2018 and 2018 -2019 6. Staff Report regarding a resolution approving an environmental testing services agreement for environmental laboratory testing services with Alpha Analytical Laboratories, Inc. in an amount not to exceed $220,000 annually for Fiscal Years 2016 -2017, 2017 -2018 and 2018 -2019, with two 1 -year extension options in 2019 -2020 and 2020 -2021; and authorizing the City Manager to execute the agreement (Andrew Wemmer) 6a. Resolution approving an environmental testing services agreement for environmental laboratory testing services with Alpha Analytical Laboratories, Inc. in an amount not to exceed $220,000.00 annually for Fiscal Years 2016 -2017, 2017 -2018 and 2018 -2019, and authorizing the City Manager to execute the agreement 7. Staff Report - A resolution awarding a construction contract to Interstate Grading and Paving, Inc. of South San Francisco, California for the Brentwood Park Renovation and Pathway Improvement Project in an amount not to exceed $717,000 and authorizing a total construction budget of $845,000 (Sam Bautista, Principal Engineer & Kathleen Phalen, Swinerton Management + Consulting) 7a. Resolution awarding a construction contract to Interstate Grading and Paving, Inc. of South San Francisco, California for the Brentwood Park Renovation and Pathway Improvement Project in an amount not to exceed $717,000 and authorizing a total construction budget of $845,000 CLOSED SESSION 8. Closed Session: Public Employee Performance Evaluation (Pursuant to Government Code Section 54957) Title: City Manager City of South San Francisco Page 3 Printed on 7/28/2016 Special City Council Special Meeting Agenda June 22, 2016 Adjournment. City of South San Francisco Page 4 Printed on 7/28/2016 City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Staff Report File Number: 16 -250 Agenda Date: 6/22/2016 Version: 1 Status: Agenda Ready - Administrative Business In Control: Special City Council File Type: Staff Report Agenda Number: 1 Treasurer's Report - Resolution approving the Treasurer's Investment Policy for Fiscal Year 2016 -2017 (Hon. Frank Risso) ..label RECOMMENDATION It is recommended that the City Council adopt the attached resolution approving the City's Investment Policy for Fiscal Year 2016 -2017. BACKGROUND /DISCUSSION California Government Code requires that the City's Investment Policy be reviewed and approved each fiscal year to incorporate current regulations affecting the City's investment program, if any, or other changes that the City Treasurer wishes the Council to authorize. No changes are recommended at this time; this policy is a continuation of the policy in effect for fiscal year 2016 -2017. CONCLUSION Approval of the attached resolution will approve the City's Investment Policy for fiscal year 2016 -2017. Attachment: City of South San Francisco Investment Policy Fiscal Year 2016 -17 City of South San Francisco Page 1 Printed on 712812016 City of South San Francisco Investment Policy Fiscal Year 2016 -17 PURPOSE: The following statement is intended to provide guidelines for the "Prudent Investor Standard" of investment of the City's temporary idle cash and to outline the policies for an effective cash management system. A. Prudent Investor Standard: Management of the City's investments is governed by the Prudent Investor Standard as set forth in the California Government Code 53600.3: "...all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the Agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the Agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law." The City's cash management system's goal is to accurately monitor and forecast revenues and expenditures enabling the City to invest funds to the fullest extent possible. The City Treasurer attempts to obtain the highest yield possible as long as investments meet the criteria established for safety and liquidity. This Investment Policy applies to all City funds except retirement, pension, or bond proceeds or bond reserves, which have their own constraining requirements. The investment policies and practices of the Treasurer of the City of South San Francisco are based upon federal, state, and local laws as well as prudent money management. The primary objectives of these policies are, in priority order: 1. To assure compliance with all federal, state, and local laws governing the investment of monies. 2. To maintain the principal of the City's investments. 3. To remain sufficiently liquid to meet all expenses. 4. After safety and liquidity are assured, to generate the maximum amount of investment income within the parameters of this statement of investment policy. INVESTMENT OBJECTIVES: 1. SAFETY OF PRINCIPAL is the foremost objective of the Investment Policy. The Treasurer shall seek to ensure that capital losses are avoided with each investment 1 transaction. The objective is to mitigate credit risk (the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt) and interest rate risk (the market value of the security in the portfolio will fall due to changes in general interest rates). 2. LIQUIDITY is the second most important objective of the Investment Policy. It is important that a portion of the portfolio contain investments, which can be easily liquidated with minimal, or no risk to principal and/or interest. The longest maturity of any investment shall be five years. The portfolio shall be structured so that sufficient funds are readily available to meet all reasonably anticipated operating expenses. 3. YIELD is the return earned on monies invested. The City's funds shall be designed to attain a rate of return throughout budgetary and economic cycles which is approximately equal to the return on a Market Benchmark Index which will be reported to the City Council on a periodic basis. The current index that is consistent with this policy, the market, and the cash flow needs of the City is the 1 -5 year Government Index. Yield will be considered only after the basic requirements of safety, liquidity, and credit quality have been met. INVESTMENT POLICY: The City is governed by the California Government Code, Section 53600 et.seq. Within the context of these limitations, the following investments are authorized: U.S. TREASURY SECURITIES for which the full faith and credit of the U.S. are pledged for the payment of principal and interest. There is no limit to the percentage of the portfolio that can be invested in U.S. Treasuries. However, their maturities shall be limited to 5 years or less. FEDERAL AGENCY OR UNITED STATES GOVERNMENT SPONSORED ENTERPRISE OBLIGATIONS, or other instruments, including those issued by federal agencies or United States government- sponsored enterprises. The amount of any one issuer shall not exceed 25 percent of the portfolio, with the maturity not to exceed 5 years. Examples include the Federal Farm Credit Bank System (FFCB), the Federal Home Loan Bank Board (FHLB), the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), Tennessee Valley Authority (TVA). SUPRANATIONALS securities that are unsubordinated obligations issued by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter - American Development Bank (IADB). The securities must be rated "AA" or higher by a nationally recognized statistical rating organization. No more than 30% of the total portfolio may be invested in these securities. No more than 10% of the total portfolio shall be invested in any single issuer. The maximum maturity of any security of this type shall not exceed five years. CORPORATE MEDIUM TERM NOTES issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any 2 state and operating within the United States. Notes eligible for investment under this subdivision shall be rated in a rating category of "A" or its equivalent or better by a nationally recognized rating service. Purchases of medium -term notes may not exceed 30 percent of the City's surplus money which may be invested pursuant to this section. The maximum maturity shall not be greater than 5 years ASSET BACKED SECURITIES including mortgage pass- through, collateralized mortgage obligation, mortgage- backed or other pay- through bond, equipment lease- backed certificate, consumer receivable pass- through certificate, or consumer receivable- backed bond with a maximum maturity of five years. Securities eligible for investment under this subdivision shall be issued by an issuer having an "A" or higher rating for the issuer's debt as provided by a nationally recognized rating service and rated in a rating category of "AA" or its equivalent or better by a nationally recognized rating service. Purchase of securities authorized by this subdivision may not exceed 20 percent of the City's surplus money that may be invested pursuant to this section. COMMERCIAL PAPER must be of prime quality of the highest rating by both Moody's and Standard and Poor's (P -1 by Moody's and A -1 by Standard and Poor's). Eligible paper is limited to corporations organized and operating within the U.S. and having total assets of at least $500,000,000. There are also limitations as to the total percent (10 %) of the portfolio that may be invested in commercial paper, the time of investment (270 days) and the amount of any one issuer shall not exceed 5 percent of the portfolio. REPURCHASE AGREEMENTS ( Repos) allow a purchase of securities by a local agency; by agreement, the seller will repurchase the securities on or before a specified date and for a specified amount. The maturity should not exceed ninety days. Repos should only be purchased when a purchase agreement is executed with a bank in which the underlying security shall have a market value of at least: 102% for U.S. Treasuries or 105% for U.S. Agencies of the funds borrowed. Pledged securities must be held by a third party custodian. The issuing counter party shall be rated in a rating category of "AA" or its equivalent or better by nationally recognized rating services (Standard and Poor's and Moody's). THE LOCAL AGENCY INVESTMENT FUND is a pooled fund managed by the State Treasurer whose permitted investments are identified in the Government Code Section 164291. LAIF offers high liquidity as deposits and withdrawals can be wired to and from South San Francisco on the same day, provided the request is made before 10:00 A.M. No maximum limit for LAIF is set by this investment policy. MUTUAL FUNDS are shares of beneficial interest issued by diversified management companies, as defined by Section 23701 M of the Revenue and Taxation Code. To be eligible for investment, these funds must strive to maintain a net asset value of $1.00 per share at all times and: a) Attain the highest ranking in the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services; or b) Have an investment advisor registered with the Securities and Exchange Commission with not less than five years experience investing in securities and K, obligations, and with assets under management in excess of five hundred million dollars; and c) Invest solely in those securities and obligations authorized by Sections 53601 and 53635 of the California Government Code. Where the City's Investment Policy may be more restrictive than the State Code, the Policy authorizes investments in mutual funds that shall have minimal investment in securities otherwise restricted by the City's Policy. Minimal investment is defined as less than 5 percent of the mutual fund portfolio. Mutual fund investments shall not exceed 20% of the portfolio, with no more than 10% of the portfolio invested with any one institution. PROHIBITED INVESTMENTS: Instruments not expressly authorized are prohibited. In accordance with Government Code Section 53601.6, investment in inverse floaters, range notes or mortgage derived interest -only strips is prohibited, as are derivatives. Investment in any security that could result in a zero interest accrual if held to maturity is also prohibited. 11 SUMMARY OF AUTHORIZED INVESTMENTS: Minimum % of Rating Portfolio U.S. Treasuries 100% U.S. Agencies 100% Supranational AA 30% Corporate MTNs A 30% Asset Backed Security AA 20% Commercial Paper P1 /A1 25% Repurchase Agreements 5 years Issuing Counter Party AA 5 years Collateral: 5 years If U.S. Treasuries 270 days If U.S. Agencies Local Agency Investment Fund (LAIF) 100% % in any single Maximum Minimum Issuer Maturity Collateral 100% 5 years 25% 5 years 10% 5 years 5% 5 years 5% 5 years 5% 270 days 102% 105% Mutual Funds Aaa Moody's/ AAAm S &P 20% 10% AUTHORIZED INVESTMENTS PERSONNEL: The City Treasurer and any Deputy Treasurers he or she appoints are authorized to approve investment transactions. Deputy Treasurers shall include at a minimum the City Finance Director. MITIGATING CREDIT RISK: Credit risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. The City shall mitigate credit risk by adopting the following strategies: 1. No more than 5% of the total portfolio may be invested in securities of any single issuer, other than: a) U.S. Treasuries and LAIF, which have no limit; and b) U.S. Agencies, which shall be limited to no more than 25% of the portfolio in any one issuing Agency. E 2. The City Treasurer may elect to sell a security prior to its maturity and record a capital gain or loss in order to improve the quality, liquidity or yield of the portfolio in response to market conditions or City's risk preferences; and, 3. If securities owned by the City are downgraded to a level below the credit quality required by this Investment Policy, it shall be the City Treasurer's policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. a) If a security is downgraded, the Treasurer will use discretion in determining whether to sell or hold the security based on its current maturity, the economic outlook for the issuer, and other relevant factors. b) If a decision is made to retain a downgraded security in the portfolio, its presence in the portfolio will be monitored and reported monthly to the City Council. DEPOSITORY SERVICES: Monies must be deposited in state or national banks, state or federal savings and loan associations, or state or federal credit unions in the state of California. The monies may be in inactive deposits, active deposits, or interest - bearing active deposits. The deposits in any institution cannot exceed the amount of the bank's or savings and loan's paid up capital and surplus. The bank, savings and loan, or federal credit union must secure the active and inactive deposits with eligible government securities having a market value of at least 110% of the total amount of the deposits. Funds held in a bank should be limited to weekly cash flow needs, and excess funds should be either invested in LAIF or a money market mutual fund. Any depository institution used by the City should provide overnight sweep vehicles that comply with this Investment Policy and the State Government Code. QUALIFIED DEALERS AND INSTITUTIONS: Except for transactions with the State and County investment pools, the City shall transact investment business only with banks, savings and loans, and with investment securities dealers as defined in Government Code Section 53601.5: "The purchase by a local agency of any investment authorized pursuant to Section 53601 or 53601.1, not purchased directly from the issuer, shall be purchased either from an institution licensed by the state as a broker - dealer, as defined in Section 25004 of the Corporations Code, or from a member of a federally regulated securities exchange, from a national or state - chartered bank, from a federal or state association (as defined by Section 5102 of the Financial Code) or from a brokerage firm designated as a primary government dealer by the Federal Reserve bank." The City Treasurer shall investigate institutions that wish to do business with the City in order to determine if they are adequately capitalized, make markets in securities appropriate to the City's needs. Specifically, in order to achieve these objectives: 0 The Treasurer shall establish a list of qualified securities dealers, and shall obtain a certification submitted by all financial institutions with which the City has an investment relationship on an annual basis. The certification shall state that the institution has reviewed the City's investment management plan and that it will: • Exercise due diligence in monitoring the activities of its officers and employees engaged in transactions with the City. • Ensure that all of its officers and employees offering investments to the City are trained in the precautions appropriate to public sector investments. In order to be qualified for use by the City, a qualifying institution must have: a) At least three years experience operating with California municipalities. In addition, individual traders or agents representing a dealer must have a minimum of one year experience operating with California municipalities; b) An inventory of trading securities of at least $10 million. SAFEKEEPING AND CUSTODY OF SECURITIES: To protect against potential losses caused by the collapse of individual securities dealers, all securities owned by the City, except for investments with LAIF, Repurchase Agreements as authorized in this Policy shall be kept in safekeeping by a third party custodian acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. These funds will be held in the City's name. All trades will be executed by delivery vs. payment (DVP). This ensures that securities are deposited to the third party safe keeper prior to release of the City's funds to the broker, for a purchase, and ensures that cash is deposited with the safe keeper prior to release of the City's security for a sale. COMPETITIVE PURCHASE AND SALE OF ALLOWED SECURITIES: Except for purchases in LAIF or with a Mutual Fund otherwise authorized in this Policy, any purchase or sale of individual securities shall be made after soliciting at least three quotes from authorized brokers, either verbally or in writing. The Treasurer shall make the purchase or sale from the broker that offers the best executable price for the security. In the case of a tie of two or more brokers, the Treasurer shall select by his/her choice. The Treasurer shall maintain documentation relating to investment quotes for six months. ETHICS AND CONFLICTS OF INTEREST: The City Treasurer and Deputy City Treasurers shall file a State Form 700 annually, wherein they must disclose all personal assets such as stocks, bonds, properties, business entities, etc., in which said officials may be involved and which could create a conflict of interest with the proper execution of their offices or impair their ability to make impartial decisions. REPORTING: 7 The Treasurer shall present to the City Council a quarterly report showing the types of investments, institutions of investment, dates of maturity, amounts of deposit, current market value for all securities, rates of interest, and other such data as may be required by the City Council. INVESTMENT OVERSIGHT COMMITTEE: The City shall establish an Investment Oversight Committee that shall meet at least quarterly. The committee shall consist of, at a minimum, the City Treasurer, the City Manager, and the Finance Director. The purpose of the committee is to: • Review the portfolio on a quarterly basis to ensure compliance with the City's Investment Policy and the requirements of the State of California. • Make recommendations to Council to change the Investment Policy where appropriate. • Meet as needed to review the investment portfolio as a result of changes in the marketplace or the economic position of any company or agency that affects the City's investments. The City Treasurer will report on any recommendations and/or actions taken by the Investment Oversight Committee in his/her quarterly investment reports to the full City Council. The Investment Oversight Committee shall meet and report at least semi - annually with the FinanceBudget/Investment Committee of the City Council. INTERNAL CONTROLS: The Treasurer and the Finance Director are responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse. The internal control of the structure shall be designed to provide reasonable assurance that these objectives are met. Management responsibility for the investment program is delegated to the elected City Treasurer who shall be responsible for all investment transactions. The Deputy City Treasurer(s), appointed by the City Treasurer, acts at the discretion and direction of the City Treasurer. WIRE TRANSFER CONFIRMATIONS: Due to the need to preserve segregation of duties and checks and balances, all non - recurring, outgoing wire transactions initiated by the City Treasurer or a Deputy Treasurer appointed by the City Treasurer shall be confirmed by the bank with a second person, either a Deputy Treasurer or an authorized person within the Finance Department, prior to the completion of that wire transfer. Recurring/repetitive wire transactions, such as with LAIF, or to meet regular debt service payments, may be exempted from a second confirmation requirement, provided that a list of recurring wire transfers is established with the bank and that both the City Treasurer and the Finance Director approve the list. POLICY REVIEW: This Investment Policy shall be reviewed at least annually to ensure its consistency with the overall objectives of safety of principal, liquidity, and yield. The Policy should also be relevant to current law, financial and economic trends, and should meet the needs of the City of South San Francisco. 9 Appendix I GLOSSARY OF INVESTMENT TERMS° Agencies. Shorthand market terminology for any obligation issued by a government- sponsored entity (GSE), or a federally related institution. Most obligations of GSEs are not guaranteed by the full faith and credit of the US government. Examples are: FDIC. The Federal Deposit Insurance Corporation provides insurance backed by the full faith and credit of the US government to certain bank deposits and debt obligations. FFCB. The Federal Farm Credit Bank System provides credit and liquidity in the agricultural industry. FFCB issues discount notes and bonds. FHLB. The Federal Home Loan Bank provides credit and liquidity in the housing market. FHLB issues discount notes and bonds. FHLMC. Like FHLB, the Federal Home Loan Mortgage Corporation provides credit and liquidity in the housing market. FHLMC also called "FreddieMac" issues discount notes, bonds and mortgage pass - through securities. Only discount notes and bonds are authorized by this policy. FNMA. Like FHLB and FreddieMac, the Federal National Mortgage Association was established to provide credit and liquidity in the housing market. FNMA, also known as "FannieMae," issues discount notes, bonds and mortgage pass- through securities. PEFCO. The Private Export Funding Corporation assists exporters. TVA. The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio and Mississippi River valleys. TVA currently issues discount notes and bonds. Asked. The price at which a seller offers to sell a security. ASSET BACKED SECURITIES (ABS). Asset Backed Securities are pass- through instruments collateralized by installment loans, leases, revolving lines of credit or other consumer finance receivables. Securitizations are structured to separate the credit of the ABS issuer from the assets being securitized. Banker's acceptance. A money market instrument created to facilitate international trade transactions. It is highly liquid and safe because the risk of the trade transaction is transferred to the bank which "accepts" the obligation to pay the investor. Benchmark. A comparison security or portfolio. A performance benchmark is a partial market index, which reflects the mix of securities allowed under a specific investment policy. Bid. The price at which a buyer offers to buy a security. 10 Broker. A broker brings buyers and sellers together for a transaction for which the broker receives a commission. A broker does not sell securities from his own position. Callable. A callable security gives the issuer the option to call it from the investor prior to its maturity. The main cause of a call is a decline in interest rates. If interest rates decline since an issuer issues securities, it will likely call its current securities and reissue them at a lower rate of interest. Callable securities have reinvestment risk as the investor may receive its principal back when interest rates are lower than when the investment was initially made. Certificate of Deposit (CD). A time deposit with a specific maturity evidenced by a certificate. Large denomination CDs may be marketable. Collateral. Securities or cash pledged by a borrower to secure repayment of a loan or repurchase agreement. Also, securities pledged by a financial institution to secure deposits of public monies. Commercial paper. The short -term unsecured debt of corporations. Cost yield. The annual income from an investment divided by the purchase cost. Because it does not give effect to premiums and discounts which may have been included in the purchase cost, it is an incomplete measure of return. Coupon. The rate of return at which interest is paid on a bond. Credit risk. The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer. Current yield. The annual income from an investment divided by the current market value. Since the mathematical calculation relies on the current market value rather than the investor's cost, current yield is unrelated to the actual return the investor will earn if the security is held to maturity. Dealer. A dealer acts as a principal in security transactions, selling securities from and buying securities for his own position. Debenture. A bond secured only by the general credit of the issuer. Delivery vs. payment (DVP). A securities industry procedure whereby payment for a security must be made at the time the security is delivered to the purchaser's agent. Derivative. Any security that has principal and/or interest payments which are subject to uncertainty (but not for reasons of default or credit risk) as to timing and/or amount, or any security which represents a component of another security which has been separated from other components ( "Stripped" coupons and principal). A derivative is also defined as a financial instrument the value of which is totally or partially derived from the value of another instrument, interest rate or index. Derivatives are prohibited under this Investment Policy. Discount. The difference between the par value of a bond and the cost of the bond, when the cost is below par. Some short -term securities, such as T -bills and banker's acceptances, are known as discount securities. They sell at a discount from par, and return the par value to the investor at 11 maturity without additional interest. Other securities, which have fixed coupons, trade at a discount when the coupon rate is lower than the current market rate for securities of that maturity and/or quality. Diversification. Dividing investment funds among a variety of investments to avoid excessive exposure to any one source of risk. Duration. The weighted average time to maturity of a bond where the weights are the present values of the future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. (See modified duration). Federal funds rate. The rate of interest charged by banks for short-term loans to other banks. The Federal Reserve Bank through open - market operations establishes it. Federal Open Market Committee: A committee of the Federal Reserve Board that establishes monetary policy and executes it through temporary and permanent changes to the supply of bank reserves. Leverage. Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing. Liquidity: The speed and ease with which an asset can be converted to cash. Make Whole Call. A type of call provision on a bond that allows the issuer to pay off the remaining debt early. Unlike a call option, with a make whole call provision, the issuer makes a lump sum payment that equals the net present value (NPV) of future coupon payments that will not be paid because of the call. With this type of call, an investor is compensated, or "made whole." Margin: The difference between the market value of a security and the loan a broker makes using that security as collateral. Market risk. The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates. Market value. The price at which a security can be traded. Marking to market. The process of posting current market values for securities in a portfolio. Maturity. The final date upon which the principal of a security becomes due and payable. Medium term notes. Unsecured, investment -grade senior debt securities of major corporations which are sold in relatively small amounts either on a continuous or an intermittent basis. MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences. Modified duration. The percent change in price for a 100 basis point change in yields. Modified duration is the best single measure of a portfolio's or security's exposure to market risk. 12 Money market. The market in which short term debt instruments (Tbills, discount notes, commercial paper and banker's acceptances) are issued and traded. Mortgage pass- through securities. A securitized participation in the interest and principal cashflows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security. These securities are prohibited under this Policy. Mutual fund. An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund's prospectus. Mutual funds can be invested in various types of domestic and/or international stocks, bonds and money market instruments, as set forth in the individual fund's prospectus. Nationally Recognized Statistical Ratings Organization. The formal term to describe credit rating agencies that provide credit ratings that are used by the U.S. government in several regulatory areas. Ratings provided by Nationally Recognized Statistical Ratings Organizations (NRSRO) are used frequently by investors and are used as benchmarks by federal and state agencies. Premium. The difference between the par value of a bond and the cost of the bond, when the cost is above par. Primary dealer. A financial institution (1) that is a trading counterparty with the Federal Reserve in its execution of market operations to carry out U.S. monetary policy, and (2) that participates for statistical reporting purposes in compiling data on activity in the U.S. Government securities market. Prudent person (man) rule. A standard of responsibility which applies to fiduciaries. In California, the rule is stated as "Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes." Realized yield. The change in value of the portfolio due to interest received and interest earned and realized gains and losses. It does not give effect to changes in market value on securities, which have not been sold from the portfolio. Regional dealer. A financial intermediary that buys and sells securities for the benefit of its customers without maintaining substantial inventories of securities and that is not a primary dealer. Repurchase agreement (Repo). Short term purchases of securities with a simultaneous agreement to sell the securities back at a higher price. From the seller's point of view, the same transaction is a reverse repurchase agreement. Safekeeping. A service whereby securities are held by a bank in the customer's name. Supranational. A supranational entity is formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. 13 Total rate of return. A measure of a portfolio' performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio. U.S. Treasury obligations. Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk, and are the benchmark for interest rates on all other securities in the US and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds. Treasury bills. All securities issued with initial maturities of one year or less are issued as discounted instruments, and are called Treasury bills ( Tbills). The Treasury currently issues three - and six -month Tbills at regular weekly auctions. It also issues "cash management" bills as needed to smooth out cash flows. Treasury notes. All securities issued with initial maturities of two to ten years are called Treasury notes, and pay interest semi - annually. Treasury bonds. All securities issued with initial maturities greater than ten years are called Treasury bonds. Like Treasury notes, they pay interest semi - annually. Volatility. The rate at which security prices change with changes in general economic conditions or the general level of interest rates. Yield to Maturity. The annualized internal rate of return on an investment which equates the expected cash flows from the investment to its cost. c@Copyright 2011 by Chandler Asset Management, Inc. 14 City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Staff Report File Number: 16 -251 Agenda Date: 6/22/2016 Version: 1 Status: Passed In Control: Special City Council File Type: Resolution Agenda Number: 1a. Resolution approving the Treasurer's Investment Policy for Fiscal Year 2016 -2017 WHEREAS, the City of South San Francisco ( "City ") has an elected City Treasurer ( "Treasurer ") whose election has been certified by the City Clerk; and WHEREAS, the City Treasurer has appointed Deputy Treasurers, and those appointments were confirmed by Resolution of the City Council on February 12, 2014; and WHEREAS, California Government Code Section 53646 provides that the Treasurer of a city may annually render to the legislative body of that local agency a statement of investment policy, which the legislative body of the local agency shall consider at a public meeting; and WHEREAS, the City Council reviewed a proposed Investment Policy for Fiscal Year 2016 -2017 ( "Investment Policy ") provided by the City Treasurer on June 22, 2016; and WHEREAS, an annual review of the Investment Policy provides prudent financial oversight. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco, at a duly noticed public meeting has received, reviewed and adopts the Investment Policy for Fiscal Year 2016 -2017, set forth in Exhibit A, attached hereto and incorporated herein by this reference. City of South San Francisco Page 1 Printed on 7/28/2016 City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Staff Report File Number: 16 -405 Agenda Date: 6/22/2016 Version: 1 Status: Agenda Ready - Administrative Business In Control: Special City Council File Type: Staff Report Agenda Number: 2 Report of resolution approving a shuttle services agreement with PCAM, LLC in an amount not to exceed $430,000 for the operations of the South City Shuttle for the period July 1, 2016 through June 30, 2018. (Justin Lovell, Public Works Administrator) ..label RECOMMENDATION It is recommended that the City Council adopt a resolution approving a shuttle services agreement with PCAM, LLC in an amount not to exceed $430,000 for the operations of the South City Shuttle for the period of July 1, 2016 through June 30, 2018. BACKGROUND /DISCUSSION In May 2014, San Mateo County Transportation Authority (TA) awarded the City of South San Francisco funds from the San Mateo County Shuttle Program category of the Measure A 'h cent sales tax. The funds were designated to operate a free community shuttle that replaced SamTrans routes that were modified or eliminated as part of SamTrans service changes. The funds from the TA were for a two year cycle ending June 30, 2016. The South City Shuttle began operations November 3, 2014. The South City Shuttle is a free community shuttle that makes 15 trips a day beginning at 7:15 a.m. and ending at 6:40 p.m., Monday through Friday, excluding holidays. The shuttle begins and ends at the South San Francisco BART station and provides access to Hillside Boulevard, Linden Avenue, downtown South San Francisco, Orange Park, Main Library, Rotary Plaza and Kaiser Medical Center. Since its inception in November 2014, the South City Shuttle has proved to be a success by providing trips to nearly 60,000 riders. The most recent data available from the month of May 2016 showed an average of 28 riders an hour. On December 12, 2015 the San Mateo County Transportation Authority (TA) jointly with the City /County Association of Governments (C /CAG) issued a joint call for projects for another two year cycle for the San Mateo County Shuttle Program. Due to the continued success of the South City Shuttle operations, on January 27, 2016, the City Council by resolution 10 -2016, supported the City's application for the Shuttle Program funds, committing $121,836 in matching funds, and authorizing the City Manager to execute a Funding Agreement with the TA if awarded the funds. On May 5, 2016 the TA Board approved the City's application for continued operations of the South City Shuttle for $360,507. City of South San Francisco Page 1 Printed on 7/28/2016 File Number: 16 -405 Shuttle Operations Staff issued a request for proposals (RFP) to shuttle transportation companies to provide shuttle operations services for a two year period from July 1, 2106 to June 30, 2018. The RFP also include provisions for the City with the option to extend the agreement for an additional two (2), two -year terms contingent on funding availability. Staff received two (2) proposals for shuttle operations services from: (1) MV Transportation, and (2) PCAM, LLC. When entering into a specialized services contract, the skill, ability, and expertise of the entity or person performing the services is a key component of the selection criteria, and cost is only one factor in determining the selection. Three staff members including two from Public Works Department and one from the Economic and Community Development Department reviewed and scored the proposals. The proposals were scored based on a number of factors, including: cost to provide service with a gasoline or diesel fueled shuttle, firm qualifications, and ability to provide shuttle vehicles options including low floor for improved accessibility and /or ability to offer a shuttle that used alternative fuel such as compressed natural gas. Additional bonus points were awarded per State Labor Code 1072, which allows a 10% bonus if the bidder retains employees from a previous contractor. Both proposals stated that they would retain current contractor employees if awarded the agreement. The final scores between PCAM and MV are as follows: Scoring Criteria Points Available PCAM MV Costs 75 71.1 70.6 Qualifications 20 18.5 19.7 Shuttle vehicle options 15 15.0 11.7 Ease and readability 10 8.7 9.3 Bonus for State Labor Code 1072 12 11.3 11.1 Total 132 124.6 122.4 The proposals were competitive in both price and qualifications. Based on the review of the proposals and scores between each bidder, staff recommends entering into a shuttle services agreement with PCAM, LLC. PCAM, LLC is the current contracted shuttle operations provider for the South City Shuttle. With the new shuttle services agreement, there will be rider enhancements and increased accessibility including the following: • Low -floor vehicle, which uses a ramp to allow those will wheelchairs, walkers, and climbing limitations easier accessibility into and out of the shuttle. The new low floor vehicle will be outfitted with vehicle graphics using the same design for the current shuttle. • GPS systems will be installed in the shuttle that will allow close monitoring for the route performance. • A standalone app available for riders to track real time shuttle location. Staff intends to maintain the current route and schedule for the South City Shuttle with minor schedule adjustments as needed to maintain on -time performance. City of South San Francisco Page 2 Printed on 7/28/2016 File Number: 16 -405 VT TAmTAT! = The South City Shuttle is funded through the San Mateo County Transportation Authority Measure A Shuttle Program funds, South San Francisco local Measure A and a grant through Kaiser. Funding Sources SMCTA - Measure A $360,507 SSF - Measure A $121,836 Kaiser $ 5,000 Total $487,343 Project Budget Shuttle Operations $430,000 Call Center /Marketing $ 26,743 Contract Management $ 30,600 Total $487,343 The appropriations of the funds for the South City Shuttle will be part of a separate agenda item as part of the fiscal year 2016 -17 budget items. CONCLUSION Entering into a shuttle services agreement will allow the South City Shuttle to continue its services for an additional two years, providing free public transportation options to the South San Francisco community. Attachments: SCS Shuttle Services PowerPoint Draft Shuttle Services Agreement City of South San Francisco Page 3 Printed on 7/28/2016 City of South San Francisco South City Shuttle 2016 -2018 City Council June 22, 2016 South City Shuttle Route orrn �s -o y� 1ST 13b 4� Soum San Franasco "WILD cm�m r How to Use this Timelahle: Locate the tme pant {d, tx, t v may prAx to where ym vcwt to hoard the hus W 21 bus sips me sj' v . Fr1d the Sarno'Ompme on the ad+edt* fie departurelatmwdmlSwef weft"" 11 eaO tim! powrt Tnp-03 mwig dsSi ame Is aWIU6k" cJII N C�m7rgt5 & by mVM maps gooVe.cem ML .- N W+ o .o. d �7, 1j1, im t. X11 t i :1 r �I E�� -F I � 4trtT Sul :IY[:Y� f81tlF 7t5 '8}'�4�W Q T�IIF POCN i�ESmplllP Shcd�ii7 sst, n Q r I 4 � o NYtMYtlxd 0 0 7,000 6,000 5,000 4,000 3,000 2,000 1,000 • South City Shuttle Ridership November 2014 -May 2016 � Total Boardings Riders /Hour Nov Dec Jan Feb Mar Apr May Jun July Aug Sep Oct Nov Dec Jan Feb Mar Apr May 35 30 25 20 15 10 5 0 • 20 18 20 j�I .iiii''�II LWMPPIPP�iiii�iiiiiiii�il Nov Dec Jan Feb Mar Apr May Jun July Aug Sep Oct Nov Dec Jan Feb Mar Apr May 35 30 25 20 15 10 5 0 • Request for Proposals — Contracted Shuttle Services • Issued RFP • Received two proposals in response • Proposals rated on price, qualifications, ability to provide low floor and /or alternative fuel vehicles • Staff recommends awarding agreement to PCAM, LLC • Low Floor Vehicle • GPS tracking • Real time tracking App cements L 5 9 o�rob me •Enterprise � <Pa Rent -A -Lar � N n,¢nl�c `P¢ E - OuW— Parking Pickup Nkaii. 1min N., trnin ounkin'oo��rs !GCa s e� NTeny�Pkwy P `1 _ - N Te�rtiinal(P�kx7'_ SlarGUCks 5 Terminal �� oAirport r �neLlol } Pkwy. S7ermina SjRIP;rnal a � F 9 T¢rnv.i a�"�°fU"� I�� Maodao ®2016 Gooale Recommendation • Adopt resolution awarding shuttle services agreement to PCAM, LLC in a not to exceed amount of $430,000 for the term July 1, 2016 to June 20, 2018 SHUTTLE SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND PCAM, LLC THIS AGREEMENT for shuttle services is made by and between the City of South San Francisco ( "City ") and PCAM, LLC ( "Contractor ") (together sometimes referred to as the "Parties ") as of July 1, 2016 (the "Effective Date "). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2018, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession. Contractor shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Contractor's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed Four Hundred Thirty Thousand dollars ($430,000.00), notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 1 of 14 payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and /or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices not later than six (6) business days after the end of the month for the previous months services during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); • The beginning and ending dates of the billing period; • Total number of billable hours performed under the Agreement • A task summary containin he total due this period, ; • The amount and purpo of actual expenditures for which reimbursement is sought; o • The Contractor's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. City shall have no obligation to pay invoices submitted ninety (9 days ast the performance of work or incurrence of cost. 2.3 Final Payment. City shall pay the last ten percent (10 %) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC Page 2 of 14 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown in Exhibit B. 2.6 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor represents and warrants that Contractor is a resident of the State of California in accordance with California Revenue & Taxation Code Section 18662, as may be amended, and is exempt from withholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withhold taxes from non - California subcontractors as required by law. 2.7 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whats er under the terms of this Agreement until receipt of authorization from the Contract A nistrator. 2.9 Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit D, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City and the San Mateo County Transportation Authority ( "TA "). Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s). Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 3 of 14 4.1 Workers' Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Contractor may rely on a self- insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self- insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Contractor, if a program of self - insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general, automobile liability, and business automobile physical damage insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. An additional excess liability coverage in an amount not less than TEN MILLION DOLLARS ($10,000,000.00) per occurrence shall also be maintained. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC Page 4 of 14 a. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. Insurance must cover all owned, non -owned and hired autos, and include a Waiver of Subrogation in favor of the City and the TA. C.. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 All Policies Requirements. 4.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 4.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all policies delivered to Contractor by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 6 4.3.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor's earliest possible opportunity and in no case later than ten (10) working days after Contractor is notified of the change in coverage. 4.3.4 Additional insured; primary insurance. City and its officers, employees, agents, volunteers, and the TA shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 5 of 14 A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.3.5 Deductibles and Self- Insured Retentions. Contractor shall disclose to and obtain the approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Contractor's insurance policy includes a self- insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self- insured retention by others, including additional insureds or insurers do not serve to satisfy the self - insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self - insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self- insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Contractor may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Contractor procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.3.7 Wasting Policy. No insurance policy required by Section 4 shall include a "wasting" policy limit. 4.3.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC Page 6 of 14 herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and /or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and th ' a m 'al element of consideration. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC Page 7 of 14 right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and /or employee contributions for PERS benefits. 6.2 Contractor No Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governinq Law. The laws of the State of California sha r is Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what -so -ever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 8 of 14 policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time with 60 day written notice and without cause upon written notification to Contractor. Contractor may cancel this Agreement for cause upon 60 days written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Contractor delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement for up to two (2) additional two (2) year terms beyond that provided for in Subsection 1.1 f.City will provide 60 days written notice before Agreement end date if the City intends to extend Agreement. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any o erwi eimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 9 of 14 subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different Contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 10 of 14 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection, audit, and /or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Contractor and plainly marked as "Confidential," "Business Secret" or "Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Contractor has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Contractor agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Contractor agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. E, Me, [��iTil6*111 M_1ki 1X111b1a:111TJ1.1 M ki1-3 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 11 of 14 state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. X 10.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 12 of 14 10.9 Contract Administration. This Agreement shall be administered by Justin Lovell ( "Contract Administrator "). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Contractor: PCAM, LLC 523 W. 6th St. Suite 528 Los Angeles, CA 90014 City: City Clerk City of South San Francisc 400 Grand Avenue South San Francisco, CA 94080 10.11 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. [SIGNATURES ON FOLLOWING PAGE] Shuttle Services Agreement between City of South San Francisco and PCAM, LLC July 1, 2016 Page 13 of 14 CITY OF SOUTH SAN FRANCISCO Mike Futrell City Manager Attest: City Clerk Approved as to Form: City Attorney r, L 2051688.4 Shuttle Services Agreement between City of South San Francisco and PCAM, LLC PCAM, LLC Russell Tobler PCAM. LLC July 1, 2016 Page 14 of 14 1 *:1:11.3119_1 SCOPE OF WORK I. SHUTTLE OPERATIONS PCAM shall furnish equipment and personnel needed to operate the South City Shuttle route and timetable as shown in Exhibit C. Vehicles, materials, staffing and supplies must be of sufficient quality to ensure safe and reliable operation. The vehicle(s) shall meet daily service requirements, which require 11.5 hours of operation per day, beginning at 7:15 a.m. until 6:45 p.m., Monday through Friday, excluding the following holidays: • New Year's Day • Memorial Day • Independence Day • Labor Day • Thanksgiving Day • Friday after Thanksgiving • Christmas 1. Vehicle Requirements PCAM shall provide a low floor vehicle such as ARBOC Spirt of Freedom19 -23 passengers or equivalent, and meet the following specifications: I. Comply with California Air Resources Board (CARB) emission standards. II. The vehicles shall be model year 2012 or newer. III. Shall be accessible as defined under the ADA. IV. The wheelchair ramp mechanism shall be operational at all times. V. The vehicle shall be equipped with a public address system that meets ADA requirements, including a microphone, amplifier, interior and exterior speakers, and an interior /exterior selector switch allowing for execution of interior and /or exterior announcements. VI. Outfitted with either a fronmor rear bicycle racks, with space for two bicycles. VII. The vehicle will be outfitted at City expense with vehicle graphics. The City will coordinate installation with a graphics installer. VIII. Have a unique vehicle identification number (ID #) on all four sides. IX. Have a display rack and City supplied 11 "x17" maps and timetable installed inside of the vehicle for passenger convenience. X. The vehicles shall be equipped with an operational, real -time vehicle location system that has the following capabilities: a. Generate reports such as vehicle location and times at designated shuttle stops; b. Generate on -time performance by route, vehicle, and /or fleet reports and; c. Generate other management reports, as may be requested; Shuttle Services Agreement between City of South San Francisco and PCAM, LLC - Exhibit A - July 1, 2016 Page 1 of 5 d. Provide access to the real -time remote vehicle location system for City staff. XI. PCAM shall have a system of communications between driver and dispatch either through a two -way radio system or through use of a cell phone. A system that is vehicle or phone based may be considered adequate. XI 1. PCAM personnel shall perform a daily safety inspection before vehicle is put in- service. It is not necessary that the second vehicle have low floor capabilities, but shall meet the specifications above and be ADA compliant and wheelchair accessible. When used, the secondary vehicle shall have appropriate signage placed on the passenger side of the vehicle indicating that is operating as the "Free South City Shuttle ". The signage on the secondary vehicle will be at the expense of PCAM. 2. Operator Requirements I. Shuttle operators shall wear a uniform and name badge. Operator shall conform to the timetable listed in Exhi it C and meet the time points. At no point shall it be acceptable to run ahead of sch a. If certain trips area always behind sch le, 'swilling make service changes to accommodate changing ridership or onditiopen,kure on -time performance. r` III. Accurate Trip Logs and Ridership Counts a. Operators will manually or aut icall intain a daily trip report showing arrival and departure times for each ti , ing ons for late or early running; b. Operators shall manual om ally record the number of passengers boarding or alighting at all designated stops, on each trip, IV. Operators or an automated announcement system shall make announcements at the following stops: a. Hillside Drive and Chestnut Avenue b. Hillside Drive and South San Francisco Drive c. Linden Avenue and Aspen Avenue d. Grand Avenue and Linden Avenue e. Grand Avenue and Magnolia Avenue f. West Orange Avenue at South San Francisco Library g. Rotary Plaza on Alida Way h. El Camino Real and West Orange Avenue i. El Camino Real and Arroyo Drive j. Kaiser Hospital k. South San Francisco BART Station V. Vehicle breakdowns shall be reported immediately to the City and to SamTrans call center staff. Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC - Exhibit A - Page 2 of 5 a. PCAM must have a secondary vehicle available and in route within thir minutes of breakdown notification during all hours of revenue service. 3. Service Changes Service changes may be required from time to time, including additional daily hours, reduced daily hours, evening, weekend and holiday service; I. The City will endeavor to provide a 30 -day written prior notice to the Contractor of the effective date of a service modification II. PCAM shall make service changes as requested and will provide any additional personnel and /or equipment necessary to implement the modification on its effective date; III. PCAM will be compensated for supplemental event and emergency services transportation at the respective hourly rate. 4. Vehicle Maintenance and Cleanina Standards PCAM shall adhere to the preventative maintenance standards for each vehicle used: I. Preventative Maintenance A service every 200 hours or every 3 months a. Safety Checklist b. Tire recording maintaining a minimum of 3/32" tread depth c. Lights- exterior and interior lights and gauges d. Windshield wipers e. Fluid levels %4 '0 f. Battery and charging system; clean terminals and inspect cables g. Heating /air conditioning system h. Exhaust system and exhaust hangers and clamps i. Steering and Suspension j. Frame, cross members, and body joints k. Driver shaft and U- jointsi II. Maintenance B service on a 10 week interval including a -b in PM A above to include the following a. Inspect critical components (hoses, belts, etc.) replace worn or dam Inspect critical components (hoses, belts, etc.), replace worn or damaged b. Inspect vehicle appearance (look for body damage, rust, interior condition, etc.) c. Engine oil and oil filter change d. Lubricate chassis, hinges, locks, etc. e. Check and service emission control f. Brake inspection- record remaining life (replace worn, damaged, or leaking components) g. Service cooling system needed h. Starter /charging system- check and repair or replace defiant components Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC - Exhibit A - Page 3 of 5 Inspect air cleaner element and replace as needed III. Maintenance -C will be performed on every fourth PM interval. This PM activity will include items a -k in PM -A identified above and the following: a. Rotate and balance tires b. Service front wheel bearings c. Scope engine d. Service automatic transmission e. Engine tune -up and emissions IV. The interior swept, mopped, dusted and windows cleaned daily a. Remove marks and foreign matter (gum, grease. dirt, etc.,) as needed. V. The exterior of each vehicle shall be washed every other day. VI. Vehicle interiors shall be maintained free from engine exhaust fumes to minimize discomfort to passengers and operators. VII. All exteriors and interior cleaning of shuttle vehicles shall be documented and records provided to City staff, upon request. 5. Documents and Resorts PCAM shall keep accurate written records of all maintenance and repair activities, including preventive maintenance performed on vehicles, documenting the maintenance activities according to date and mileage. I. All repair /work orders shall attach a copy of the source document requesting the repair (i.e. Operator's daily inspections, preventive maintenance inspection, customer complaint, etc.) to facilitate a proper audit trail. II. PCAM shall make such records available to the City upon request. PCAM is expected to prepare and submit reports listed below to the City. III. National Transit Database Report: a. National Transit Database (NTD) Report shall be completed and submitted to the City no later than the 7th day of the month for the preceding month. IV. Monthly Management Reports: PCAM shall generate monthly reports as required by the City for each month of the contract term. Reports must be submitted no later than the 10th day of the month for the preceding month. The reports shall include, but be limited to the following elements: a. Summary of any unusual activities on the shuttle or concerns regarding the shuttle service for the preceding month. b. The number and type of reportable and non - reportable accident and incident reports issued, and if anyone was medically transported from the scene. Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC - Exhibit A - Page 4 of 5 c. PCAM shall submit these reports and any modifications that maybe required, for the entire contract term (including option terms, if exercised). V. Bi- Weekly Reports: a. Ridership summary for the previous month including detailed operator ridership counts, including the number of riders for each trip, and the locations and number of riders boarding and alighting the shuttle from each stop. VI. Accident /Incident Reports: a. The Contractor s shall immediately report accidents /incidents by telephone and City's contact identified in the contract; b. The above notification shall occur after Contractor has first contacted appropriate emergency and Contractor personnel to secure life and property, as appropriate, at the scene of the incident; c. The Contractor shall follow the telephone report with an electronic report, describing the details of the accident/incident to the City within 24 hours of the occurrence of the accident/incident; 6. Evaluations W During the term of the agreement, the City shall retain a third party "quality services team" to complete randomized rides to observe driver performance and timeliness, passenger conduct and passenger experience. Both suitable and unsuitable qualitative feedback will be shared with PCAM. Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC - Exhibit A - Page 5 of 5 EXHIBIT B COMPENSATION PCAM will provide shuttle services including all associated equipment and personnel costs at the following rates: • $70.26 per hour based on providing a low floor vehicle • $65.75 per hour when a secondary vehicle is in use Minimum Wage: In the event there is a government- mandated increase in wage or benefits (for example, an increase in minimum wage, the creation of living wage or increases caused by the Patient Protection and Affordable Act), Contractor will be allowed an increase in the per -man / per -hour wage up to the amount of the wage increase, + 42 %. The increase will commence immediately on the effective date of the minimum wage increase date. Annual Expenses: Expenses shall be expected to increase five percent (5 %) annually. Concurrently, a relative percentage increase in the per -man / per -hour wage for the Contractor shall go into effect and commence on the anniversary date of the Agreement after the completion of the second (2nd) year. The increases will occur annually on the commencement date of the Agreement every subsequent following year after that the Agreement is in place. 1�\ Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC - Exhibit B- Page 1 of 1 EXHIBIT C SHUTTLE ROUTE AND TIMETABLE South City Shuttle try Shuttie u a weekday serums that improves aces.,& to key and transn Far resx*nts of Sough San Franm -60. service is a pdot program of the City of South San Fmnmea. n by the San 1Aafe0 Gou?,ty Transportation Authonfy- � 1♦ ti - 0 ti Y C Haw to Use this Timetable: 1 , LCC3te tlet tme pdnC ±o; do Vr! RHp prwr to.whL" yew want to bn d the bus. Fiat A bus stops arc shown. Find the s n!! tint! p 3 n on Idw 7d' xowr e. ii* ' are under 6ep mjwx�,irr" Zwnm eddy W* po •� ara�lablo 6y ca SW by vugrtp mrps.gtcgl¢.wm %F BART H a 7:15 72 758 8: 8. 8.41 B'4 923 429 10:06 10:11 10:15 10:47 10.53 10:57 11:30 1135 11A0 IM 12.16 1222 1125 1:31 1'35 2 -20 2:26 230 3:13 3:09 3:13 3:46 3:52 3:56 4.31 4:37 4:41 5:16 5:22 5:26 5:02 688 6:12 ay • 1�1 �P i1 • eNtl [�- J41E1e n rgeek Far a[insNr Shuttle Services Agreement between City of South San Francisco and PCAM, LLC 7:32 815 a -5B 940 1012 11:04 11:47 12:29 1-42 2:37 320 4:03 4:48 5:33 6:14 t• SIMFlOW d TnIFPOpIM-q*%%NU W) � ;n•r.xla� F4ri Q o 00=C(mfrrev MW 55F BART L" R"Y P= 1" 6) s�a�■ x:39 7:41 7:52 822 827 6:35 9:05 9-10 9-18 947 9.52 10:00 1029 10:34 10A2 11:11 11:16 11:24 11:54 11:59 12:17 12:36 12:41 12:49 1:49 1:54 202 2:44 2:49 2:57 3:27 3:32 3:40 4:10 4:15 4:23 4:55 5:11 5:08 5:40 5:45 5.53 626 6:31 6.34 Sairan.l�flFaFFFa[ ianiw rr?tTHY td?4 � lfti { 41rRY1 1- 800 -660 -4287 W = &� . SWWWV '.' ::. i J, [w�!i MIR, W6ffi Vd. Pdy S7AMQ7� 7Jne�� St 1 ail fly c2. July 1, 2016 Page 1 of 1 1, EXHIBIT D INSURANCE CERTIFICATES V Shuttle Services Agreement between July 1, 2016 City of South San Francisco and PCAM, LLC - Exhibit D- Page 1 of 1 City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Staff Report File Number: 16 -406 Agenda Date: 6/22/2016 Version: 1 Status: Passed In Control: Special City Council File Type: Resolution Agenda Number: 2a. Resolution approving a shuttle services agreement with PCAM, LLC in an amount not to exceed $430,000 for the operations of the South City Shuttle for the period July 1, 2016 through June 30, 2018 WHEREAS, on May 5, 2016 the San Mateo County Transportation Authority Board of Directors programmed and allocated $360,507 from the New Measure A Local Shuttle Program Category ( "Measure A Funds ") for the City of South City Shuttle Project ( "the Project "); and WHEREAS, the City is required to provide a 25% match in the amount of $121,836 for the Project; and WHEREAS, Kaiser Permanente committed to provided $5,000 to support the South City Shuttle operations; and WHEREAS, the total Project Budget is $487,343 and adequate funds are budgeted for the Project; and WHEREAS, the City of South San Francisco ( "the City ") may procure and administer any professional service and/or other contract to perform the work of operating the Project; and WHEREAS, City staff solicited proposals for the Project; and WHEREAS, staff received proposals from two (2) firms; and WHEREAS, after reviewing the proposals, PCAM, LLC was identified as the preferred service provider based on their overall costs, qualifications and ability to provide safe and reliable transportation services; and WHEREAS, staff recommends entering into a Shuttle Operations Services Agreement for the South City Shuttle with PCAM, LLC of Los Angeles, California in an amount not to exceed $430,000. NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby approves a Shuttle Services Agreement for the South City Shuttle with PCAM, LLC of Los Angeles, California, in a total amount not to exceed City of South San Francisco Page 1 Printed on 7/28/2016 File Number: 16 -406 $430,000 conditioned on PCAM, LLC's timely execution of the agreement and submission of all required documents, including but not limited to, certificates of insurance and endorsements, in accordance with the agreement documents. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the documents on behalf of the City upon timely submission by PCAM, LLC signed agreement and all other documents, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to take any other necessary actions consistent with the intent of this resolution. City of South San Francisco Page 2 Printed on 7/28/2016 City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Staff Report File Number: 16 -477 Agenda Date: 6/22/2016 Version: 1 Status: Agenda Ready - Administrative Business In Control: Special City Council File Type: Staff Report Agenda Number: 3. Report regarding a resolution authorizing the City Manager to renew the existing Landscape Maintenance Services Agreement with Frank and Grossman Landscaping, Inc. for citywide landscape maintenance services in an amount not to exceed $511,176 (Sharon Ranals, Director of Parks and Recreation) ..label RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the City Manager to renew the existing Landscape Maintenance Services Agreement with Frank and Grossman Landscaping, Inc. for citywide landscape maintenance services in an amount not to exceed $511,176 for a 12 month term. BACKGROUND /DISCUSSION The City of South San Francisco currently contracts out for certain specialized landscape maintenance services throughout the City. These specialized contracted services are necessary to keep up with the extensive and varied landscape maintenance responsibilities to maintain safety and appearance. In 2014, the City issued a formal Request for Proposals for specialized landscaping services for specified locations and enhanced service levels. Frank and Grossman Landscaping, Inc. was selected based on a number of factors, including the firm's overall expertise, experience, ability to provide landscape services within the stated schedule, size of labor force allocated, ability to achieve the objectives stated in the proposal, as well as cost. When the original contract was negotiated, a stipulation was included that if mutually agreed upon, the contract could be renewed. Based on the work that Frank and Grossman has done in the initial term of service, staff recommends that City Council adopt a resolution allowing a one year extension of the contract. The agreement covers all specialized labor, material, tools and equipment necessary to maintain ornamental planting, including, but not limited to lawns, groundcovers and shrubs (trees are excluded), safety zones, drainage areas, weed control on selected median hardscapes, poles, posts, wire, irrigation sprinkler heads, lateral lines up to the valves (not including valves or water mains downstream of the water meter), clocks, public walkways, Centennial Way and Dog Park. Services include the cost of necessary repairs, replacements, care, and any and all other items necessary for proper maintenance and operation. Additionally, removal of graffiti on the asphalt paving surfaces, such as Centennial Way, using paint provided by the City, and removal of stickers and tagging using soy -based biodegradable products are included in the City of South San Francisco Page 1 Printed on 7/28/2016 File Number: 16 -477 scope of work. The contracted service does not include repairs and maintenance of lighting systems, gates, benches, railings, homeowner fences, walls, sidewalks and curb and gutter (except weed control). The City's continuing objectives for this contract include the following: • Provide high - quality professional landscape maintenance services for various medians, islands, and right -of -ways within the City. • Work in collaboration with the City to identify areas where reduction of maintenance, energy and water can result in an overall cost savings for the City. • Work in collaboration with the City to implement these identified strategies within the Service Areas. The current contract provides for a total monthly base price of $38,100, with an approximate 12% contingency added to cover repairs needed as a result of deferred maintenance, such as broken irrigation and failed plant material. While the contingency will not resolve all of the deferred maintenance within the contracted areas, it will allow the implementation of several deferred maintenance tasks which are determined to be of the highest priority, in order to improve appearance, reduce water use, and improve energy efficiency, as well as to permit additional landscape enhancements, such as replacing turf with drought tolerant ground cover, and other discretionary improvements directed by staff. Several of these types of projects were undertaken by Frank and Grossman Landscaping, Inc. during the first term of the contract, including improvements in the Sculpture Garden, Stonegate Common Greens, and several medians which were in need of rehabilitation. Staff hopes to continue and build upon this improvement in the coming year and have identified a list of high priority areas which can be rehabilitated with this contingency amount. The contract documents stipulate that other areas may be added to the scope of service by mutual agreement. Should any areas be added to the contract, staff will meet and confer with union representatives of the city's Parks Maintenance staff, as required by the terms of the current Memorandum of Understanding. FUNDING Funding for this project is provided through both the Common Greens Fund and the General Fund. Sufficient funds have been allocated in the 2016/17 operating budget to cover the project cost for the current fiscal year, including the contingency and additional landscape services above. Additionally, the Agreement provides that the City can terminate the agreement, with or without cause, with thirty (30) days written notice. Shown below is the proposed project budget for the 12 month term: Landscape Maintenance Services $457,200 Contingency (Approximately 12 %) $ 53,976 Total $511,176 CONCLUSION Staff recommends renewing the existing contract with Frank and Grossman Landscaping, Inc. based on the high quality of service and attention to residential requests as well as the satisfactory collaborative partnership developed thus far between city staff and the contractor. Renewal of the Landscape Maintenance Services Agreement with Frank and Grossman Landscaping, Inc. will allow for the continued and improved maintenance of the selected areas City of South San Francisco Page 2 Printed on 7/28/2016 File Number: 16 -477 of the city as defined in the scope of service. City of South San Francisco Page 3 Printed on 7/28/2016