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PV TRANSIT
AGREEMENT
Between the City of Rancho Palos Verdes
and Palos Verdes Estates
FY 89/90
1
AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of
February, 1990 by and between the CITY OF RANCHO PALOS VERDES
(hereinafter referred to as "RPV") and the CITY OF PALOS VERDES
ESTATES (hereinafter referred to as "PVE") .
WITNESSETH
WHEREAS, RPV and PVE agree that it is in the public interest
to provide paratransit service to the residents of the City of
Palos Verdes Estates on the Palos Verdes Peninsula defined in Ap-
pendix A attached here to, hereinafter referred to as Service,
and
WHEREAS, PVE is willing to fund the public cost of Service
to residents of PVE from February 1, 1990 to June 30, 1996, using
PVE' s Proposition A local return funds;
NOW THEREFORE, RPV and PVE agree as follows :
1. Scope of Service. RPV shall furnish Service to per-
sons residing in PVE hereinafter specified, at such times and
places as may be requested within the established operating area
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hereinafter identified in Appendix B and according to the operat-
ing procedures and policies as further defined in Appendix A.
Such service shall be provided to any destination within RPV,
PVE, Rolling Hills Estates, and enclosed unincorporated County
areas as shown in Appendix B, and such other areas as are ap-
proved from time to time by RPV. RPV shall apply for the Los An-
geles County Transportation Commission Paratransit Subregional
Funds Incentive Program "Bonus" available from the Los Angeles
County Transportation Commission as a result of providing
paratransit service to more than one jurisdiction.
2. Term of Service. The term of Service under this
Agreement shall be from February 1, 1990 to June 30, 1990. Upon
mutual agreement of PVE and RPV, this Agreement may be extended
on an annual basis. PVE will notify RPV thirty (30) days prior
to expiration of this five (5) month contract as to PVE' s intent
to extend, amend or cancel.
3. Routing and Scheduling. PVE and RPV have cooperatively
established Service areas and requirements within RPV' s available
transportation capacity as described in Appendix A. If it is
determined that Service may be improved by revisions to schedul-
ing
chedul-
ing and vehicle assignment, PVE and RPV may plan and institute
such changes jointly upon mutual consent within the terms of this
Agreement.
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110
4. Fares. RPV shall charge $3.50 per one-way subscrip-
tion and $2.00 for all other riders who are residents of PVE.
Changes of fares may be made by mutual consent. Peak hours are
7:00 a.m. to 9 :00 a.m. and 1:30 p.m. to 4 :00 p.m. , Monday through
Friday. The fare revenues shall be retained by RPV or its sub-
contractor to partially fund operating costs in addition to the
payment provided by PVE under Paragraph 5, RPV shall upon request
of PVE, accept passes or vouchers issued by PVE in lieu of the
cash fares specified herein, consistent with procedures approved
by RPV for use of such passes or vouchers.
5. Payment for Service. In consideration of the per-
formance on the part of RPV of the terms of this Agreement, PVE
agrees to pay upon receipt of claim and documentation provided by
RPV, PVE's share of the total costs of Service. PVE's share of
the total actual costs shall be based on PVE' s proportion of to-
tal ridership. Total actual costs shall mean RPV' s contractor 's
and subcontractor 's charges, and RPV' s administrative charges,
less fares collected and less any Bonus received from the Los an-
geles County Transportation Commission by RPV. For this Agree-
ment, PVE' s proportion of basic Service is estimated to be 6%.
Notwithstanding this estimate, PVE shall pay its actual propor-
tionate share of the total actual cost in an amount not to exceed
10% . In addition, PVE or RPV may purchase additional Service at
rates set forth in the Agreement between PVE and the P.V. Transit
contractor plus RPV overhead costs not to exceed 10% of the cost
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of PVE' s additional purchased Service. Except for costs incurred
pursuant to Section 9, the cost of Service for the initial con-
tract period to PVE from date of Agreement to June 30, 1990 is
estimated to be $21, 746. Except for obligations provided in Sec-
tion 9, RPV' s and PVE' s obligations, under this Agreement are
subject to availability of County Proposition A Transit funds in
their current and subsequent fiscal year budgets. RPV may im-
mediately
m-mediatoly terminate this Agreement when the budget amount is
reached or when PVE's Proposition A funds are exhausted.
6. Claims for Payment. RPV or its subcontractor shall sub-
mit claims for payment along with the documentation of claim in
the form and number required by PVE for service provided within
thirty (30) days of the end of each month.
7. Permits and Licenses. RPV shall secure and maintain
all permits and licenses required by law for the execution of
Service performance under this Agreement.
8. Marketing. RPV shall promote Service to PVE resi-
dents. Marketing may consist of flyers distributed to potential
patrons at shopping areas and meeting places or mailed to
residences, local newspaper advertisements, verbal presentations,
posters in and/or on the vehicles or other means, all of which is
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!II III
subject to review by PVE. Marketing costs by RPV, in PVE, shall
be included in the Agreement amounts to be paid to RPV. Any
amounts in excess of the budget are to be approved by PVE.
9. Liability and Insurance.
A. RPV shall indemnify, defend and save harmless PVE,
its officers, agents and employees, from and against any and all
liability, expense, including defense costs and legal fees and
claims for damages for any nature whatsoever resulting from any
dangerous condition of RPV' s roads .
B. Without limiting RPV's indemnification of PVE, RPV
shall insure that its subcontractors shall provide and maintain
at their own expense during the term of this Agreement as a mini-
mum
ini-mum the following program(s) of insurance covering the operations
hereunder. Such insurance shall be provided by insurers satis-
factory to PVE and evidence of such programs satisfactory to PVE
shall be delivered to PVE' s City Manager on or before the effec-
tive
ffec-tive date of this Agreement. Such evidence shall specifically
identify this Agreement and shall contain express conditions that
PVE is to be given written notice at least sixty (60) days in ad-
vance of any modification or termination of any program of in-
surance.
1. Comprehensive General Liability. A program in-
cluding, but not limited to, comprehensive general liability,
with independent contractor and contractual liability endorse-
ments,
ndorse-menis, property damage and automobile coverage with a combined
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single limit of not less than $10,000,000 per occurrence. Such
insurance shall be primary to and not contributing with any other
insurance maintained by PVE, and shall name PVE, and its of-
ficers, agents and employees as additional insureds while acting
within the scope of their duties but only as to work performed by
RPV or its employees or subcontractors.
2. Worker 's Compensation. RPV or its subcontractor
shall provide and maintain during the term of this Agreement a
program of Worker 's compensation insurance in an amount and form
to meet all applicable requirements of the Labor Code of the
State of California and which specifically covers all persons
providing services by or on behalf of RPV and all risks to such
persons under this Agreement. A certificate evidencing such in-
surance coverage shall be filed with PVE' s City Manager prior to
RPV' s commencement of work hereunder.
3. Failure to Procure Insurance. Failure on the part
of RPV' s subcontractors to procure or maintain required insurance
shall constitute a material breach of contract upon which PVE may
immediately terminate this Agreement.
C. PVE shall indemnify, defend and save harmless RPV,
its officers, agents and employees, from and against any and all
liability, expense, including defense costs and legal fees and
claims for damages of any nature whatsoever, including, but not
limited to bodily injury, death , personal injury or property
damage arising from or connected with any dangerous condition of
PVE' s roads .
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D. Except as provided in subsections A & C of this
Section 9, RPV and PVE shall be responsible for their "respective
share" of all liability, expense, including defense costs and
legal fees and claims for damages of any nature whatsoever, in-
cluding, but not limited to, bodily injury, death, personal in-
jury, on property damage arising from or connected with opera-
tions or services hereunder . RPV' s "respective share" shall be
73.6% and PVE's "respective share" shall be 6% .
10. Safety Program. RPV shall ensure that regular and
continuous formal safety instruction for all drivers assigned to
perform any activities under this Agreement is provided and shall
require them to attend regularly scheduled safety meetings at
least four (4) times per year.
11. Independent Contractor Status. This Agreement is by
and between PVE and RPV and is not intended, and shall not be
construed , to create the relationship of agent , servant ,
employee, partnership, joint venture or association, as between
PVE and RPV.
RPV understands and agrees that all persons furnishing
services to PVE pursuant to this Agreement are, for purposes of
Worker 's Compensation liability, employees solely of RPV or its
subcontractors and not of PVE.
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RPV or its subcontractors shall bear the sole respon-
sibility and liability for furnishing worker ' s compensation
benefits to any person other than employees of PVE for injuries
arising from or connected with services performed on behalf of
RPV pursuant to this Agreement.
12. Termination of Agreement. This Agreement may be
terminated by RPV or PVE at any time after February 1, 1990 upon
thirty (30) days prior written notice without further liability
of any sort. RPV may immediately terminate this contract if
RPV' s contract with its subcontractor is terminated and RPV is
unable to secure a substitute subcontractor. In the event of
termination, PVE shall pay RPV for all service provided prior to
the date of termination.
13. Suspension of Operation. RPV may suspend all or a
portion of the services when said performance is made impossible
by inclement weather , earthquake , fire , flood , cloudburst,
cyclone or other natural phenomenon of a severe and unusual na-
ture, act of a public enemy, epidemic, quarantine restriction,
embargo, or any other unforeseeable cause beyond the control and
without the fault of RPV. RPV shall immediately inform PVE by
telephone and in writing of such suspension, if reasonably
feasible.
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14 . Personnel and Operations. All personnel assigned to
perform Service under this Agreement shall be subject to the con-
tinuous approval of RPV. Employment and compensation of such
personnel shall be in accordance with all applicable Federal,
State, and local ordinances and laws. Such personnel shall treat
passengers in a courteous manner, be clean and neatly dressed and
be trained in the handling of elderly and handicapped in-
dividuals. PVE shall have the right to have authorized PVE per-
sonnel board any of RPV's Service vehicles; however, PVE shall
advise RPV prior to such action. RPV shall have the right to
refuse any or all passengers if passenger activity will in any
way impair safe operation of any vehicle operating under Service.
No person shall , on the basis of ethnic group iden-
tification, religion, age, sex, color, or physical disability, be
unlawfully subjected to discrimination under this Service.
15. Record Keeping , Reporting and Auditing . RPV will
provide access to or copies of daily ridership logs or other
operational records for Service requested by PVE, upon specific
request by PVE, RPV shall report monthly ridership of the total
system to PVE. RPV shall keep records of all operating costs of
Service in accordance with strict accounting procedures. RPV
shall notify PVE of all accidents of which RPV becomes aware.
RPV shall maintain such operating and fiscal records necessary to
comply with Los Angeles County Transportation Commission Proposi-
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411
tion A requirements and procedures and shall maintain all records
on file for a minimum of three (3) years following the close of
each fiscal year of Service.
If, at any time during the term of this Agreement or at
any time after the expiration or termination of this Agreement,
authorized representative of PVE conduct an audit of RPV or RPV' s
contractor regarding the services provided to PVE per terms of
this Agreement and if such audit finds that PVE' s dollar
liability for such services is less than payments made by PVE to
RPV, then RPV agrees that the difference shall be either; (1)
repaid forthwith by RPV to PVE by cash payment, or (2) at PVE' s
option, credited against any future payments hereunder to RPV.
If such audit finds that PVE ' s dollar liability for services
provided hereunder is more than payments made by PVE to RPV, then
the difference shall be paid to RPV, by PVE by cash payment,
provided that in no event shall PVE' s obligation for this Agree-
ment, as set forth in Paragraph 5 of this Agreement, be exceeded.
16. Equipment Requirements. RPV shall cause to be supplied
sufficient and adequate vehicles, all maintained in good and
clean condition including air conditioned vehicles, at least one
of which shall be handicapped lift equipped, and other spare
vehicles in the event of regularly assigned vehicle breakdown to
insure a consistent fulfillment with the terms of this Agreement.
Spare vehicles shall be provided at the rates set forth between
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RPV and its contractor . All equipment and facilities shall meet
all requirements of applicable Federal, State and local or-
dinances and laws.
PVE shall supply one and a half (1.5) vehicle to the
pool of vehicles for Service which can be leased by PVE.
17. Other Services. Nothing in this document shall
prohibit PVE from separately contracting for or otherwise provid-
ing other transit services, specifically, without limitation,
Peninsula Dial-A-Ride.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers duly
authorized on the date hereinabove noted.
APPROVED As To FORM CITY OF LOS VERDES ESTATES
41t4or
C'T` ATTORNEY By
Mayor
ATTE S
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City Cler
CITY OF RANCHO PA •S VERDES
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