HomeMy WebLinkAboutReso 17-2023 (23-57)
Shuttle Operations Services Agreement between Agreement Date
City of South San Francisco and
Parking Company of America, LLC
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SHUTTLE OPERATION SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND PARKING COMPANY OF AMERICA, LLC
THIS AGREEMENT for shuttle services is made by and between the City of South San Francisco
(“City”) and Parking Company of America, LLC (“Contractor”) (together sometimes referred to as the
“Parties”) as of ____________ (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 ____________, 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
$___________, 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 payments specified below shall be the only
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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 containing the total due this period, ;
The amount and purpose of actual expenditures for which reimbursement is sought;
Attachment of monthly ridership report providing information for the National Transit
Database (“NTD”) reporting requirements as outlined in Exhibit A.
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 (90)
days past 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, unless
the Agreement is modified prior to the submission of such an invoice by a properly executed
change order or amendment.
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2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed
the amounts shown in Exhibit A.
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 whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
2.9 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of
laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not
less than the prevailing rate for a day’s work in the same trade or occupation in the locality
within the state where the work hereby contemplates to be performed as determined by the
Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section
1770, et seq. Each laborer, worker or mechanic employed by Contractor or by any
subcontractor shall receive the wages herein provided for. The Contractor shall pay two
hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as
may be amended, per day penalty for each worker paid less than prevailing rate of per diem
wages. The difference between the prevailing rate of per diem wages and the wage paid to
each worker shall be paid by the Contractor to each worker.
An error on the part of an awarding body does not relieve the Contractor from responsibility
for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code
Sections 1770 1775. The City will not recognize any claim for additional compensation
because of the payment by the Contractor for any wage rate in excess of prevailing wage
rate set forth. The possibility of wage increases is one of the elements to be considered by
the Contractor.
a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of
prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the
Contractor shall post at appropriate conspicuous points at the site of the project a schedule
showing all determined prevailing wage rates for the various classes of laborers and
mechanics to be engaged in work on the project under this contract and all deductions, if
any, required by law to be made from unpaid wages actually earned by the laborers and
mechanics so engaged.
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b. Payroll Records. Each Contractor and subcontractor shall keep an accurate payroll
record, showing the name, address, social security number, work week, and the actual per
diem wages paid to each journeyman, apprentice, worker, or other employee employed by
the Contractor in connection with the public work. Such records shall be certified and
submitted weekly as required by Labor Code Section 1776.
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 B, 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).
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 Liability 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
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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:
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 A:VII.
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.
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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.
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
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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
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
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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
that it is a material 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 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 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with
all federal, state and local laws and regulations applicable to the performance of the work
hereunder, including but not limited to the provisions of California Labor Code sections 1070-
1074 and the duties to retain employees and provide related notices thereunder.
Contractor’s failure to comply with such law(s) or regulation(s) shall constitute a breach of
contract.
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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, 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 and without cause upon written
notification to Contractor.
Contractor may cancel this Agreement for cause upon 30 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 beyond that provided for in Subsection 1.1. 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.
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Similarly, unless authorized by the Contract Administrator, City shall have no obligation to
reimburse Contractor for any otherwise reimbursable 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
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
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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.
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.
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Section 10 MISCELLANEOUS PROVISIONS.
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 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.
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.
Shuttle Operations Services Agreement between Agreement Date
City of South San Francisco and
Parking Company of America, LLC
Page 13 of 14
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.
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
City: City Clerk
City of South San Francisco
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.
Shuttle Operations Services Agreement between Agreement Date
City of South San Francisco and
Parking Company of America, LLC
Page 14 of 14
CITY OF SOUTH SAN FRANCISCO Parking Company of America, LLC
____________________________ ____________________________
Mike Futrell, City Manager
Attest:
_____________________________
City Clerk
_____________________________
Approved as to Form:
____________________________
City Attorney
5244611.1
Shuttle Services Agreement between Agreement Date
City of South San Francisco and
PCAM, LLC - Exhibit A -
Page 1 of 1
EXHIBIT A
SCOPE OF SERVICES
Shuttle Services Agreement between Agreement Date
City of South San Francisco and
Contractor Name -Exhibit B -
Page 1 of 1
EXHIBIT B
INSURANCE CERTIFICATES
Shuttle Services Agreement between Agreement Date
City of South San Francisco and
Contractor Name -Exhibit C -
Page 1 of 1
EXHIBIT C
SHUTTLE ROUTE AND TIMETABLE
5112206.1