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2200 - Roy E. Glauthier Transportation - Transit Services Analysis & Request for Proposal Development E M 5 7 O Q GI�V1C PRFD E, - ,ce(pcpwir5i7 'N-cRApRA �9 TRANSIT SERVICES ANALYSIS & REQUEST FOR PROPOSAL DEVELOPMENT (ROY E. GLAUTHIER TRANSPORTATION PLANNING & POLICY) AMENDMENT NUMBER 1 In accordance with section 3.1.2 Term of the Professional Services Agreement between Roy E. Glauthier Transportation Planning & Policy and The City of Rosemead, both parties have agreed to mutually extend the term of the agreement from terminating on December 31, 2019 to terminating on December 31, 2020. No other changes have been made to the original Professional Services Agreement dated September 12, 2018. Signed: ROY E. GLAUTHIER TRANSPORTATION CITY OF ROSEMEAD PLANNING & POLICY 10 1 By: �a �I-c- IQ B • r k s 11I51t`l R•y E. (1 ' thier Date Gloria Molleda, Date Roy E. Galuthier Transportation City Manager Planning & Policy CII 85, 06 E M 5 O � O • CIVIC PRIDEr koRPORATED ace PROFESSIONAL SERVICES AGREEMENT TRANSIT SERVICES ANALYSIS & REQUEST FOR PROPOSAL DEVELOPMENT R . 6 A TRIER NSP TAI. L�ANNIN— Fro,'.; 1: PARTIES AND DATE. This Agreement is made and entered into this 12 day of 52p4e0( , 20 A (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E.Valley Blvd., Rosemead, California 91770 ("City") and Roy E. Glauthier with its principal place of business at 336 Vista Baya, Costa Mesa, CA 92627-1808 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. • 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing transit analysis & procurement services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such transit analysis & procurement services for the Rosemead Transit ("Project"), also referred to as "Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional transit analysis & procurement services necessary for the Project, herein referred to as"Services": The Services are more ROY E. GLAUTHIER Page 2 of 10 particularly described in Exhibit"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term: The term of this Agreement shall be from the Effective Date shown above to December 31, 2019 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including,. but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence uponwritten approval of City. In the event that.City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determinedby the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the ROY E. GLAUTHIER Page 3 of 10 Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the Assistant City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for'all purposes under this Agreement. Consultant shall not accept direction or orders .from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant will designate a designee to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. • ROY E. GLAUTHIER Page 4 of 10 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services,the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways,scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement, s-sspecifr 3E p 'rep-0 l e. ' o-,n' Or& b •t ' ' >f tl�$4..-: `0t•''-` n 0 Is r'/Udaalial Such payments shall be made on an as-needed basis as ' directed by the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work"means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public • ROY E. GLAUTHIER Page 5 of 10 works" and "maintenance" projects. If the Services are being performed as part of an applicable"public works"or"maintenance"project, as defined by the Prevailing Wage Laws, and if the total compensation is$1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with.a copy of the prevailing rates of per diem wages.in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft;_classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 ' Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative.of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: ROY E. GLAUTHIER Page 6 of 10 CONSULTANT: Roy E. Glauthier • 336 Vista Baya Costa Mesa, CA 92627-1808 Attn: Roy E. Glauthier Phone: (949) 650-5956 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Greg Tsujiuchi —Assistant City Manager Phone: (626) 569-2261 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data,written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not,without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known,to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity ROY E. GLAUTHIER Page 7of10 pertaining to the Services or the Project in any magazine,trade paper, newspaper,television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees,volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or,other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. ROY E. GLAUTHIER Page 8 of 10 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers,employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification,or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee ROY E. GLAUTHIER Page 9 of 10 or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification:. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] ROY E. GLAUTHIER Page 10of10 CITY OF ; •SEIVIEAD ROY E. GLAUTHIER ,81IP 40 L9591 \"fid\ Q► lLBy. ■Y �'Z� Gloria MVlolleda, City Manager D e Date Name:i E -GlatAiieksve Attett: _ rPi*Ac Title: 1 4'.11 q / Erika Hernand City Clerk Dat I„ ¢o , 1:14A3rdiglot AR-17.;a1:41-1, By: Date Name: Title: ROY E. GLAUTHIER Page 1 of 10 EXHiBDT A SCOPE OF SErInCES/ H;'URLY s ,,TES B-1 Roy E. elauthier Trans,.onto®® a Planning Policy July 18, 2018 Silvia Llamas, Administrative Assistant Public Works Department • CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, CA 91770 RE: Letter Proposal to Provide Technical Transit Assistance For Rebid of Rosemead Transit Management Contract Dear Silvia: I'm pleased to respond to your request for assistance to assist City staff in preparing for and conducting the procurement for a new management and operating contractor for the City's transit program. Attached to this letter is a proposed Scope of Work for rebidding of the transit management and operations contract. The described assistance will begin with our collective identification of issues that need to be addressed in the new contract and updates and revisions that are needed to the scope of work and contract documents. am proposing to assist City staff in the development of the needed procurement documents, administration of the procurement process and analysis of the submitted proposals. My qualifications and experience to provide these services cover over 35 years of consulting to cities, counties and transit agencies in the design, management and operation of services similar to those sponsored by the City as well as providing assistance in similar procurement engagements with a number of agencies in Southern California and elsewhere. Among my prior projects are several for the City of Rosemead including assisting in two prior management procurements. My qualifications and references are detailed in this letter proposal. I would propose that these services be carried out under a time and expenses arrangement due to uncertainty as to the extent of updating or revision needed in the procurement documentation from the last competitive procurement in 2015. My fully- loaded, hourly rate for this engagement will be $120.00 per hour. Travel time will be charged at one-half the normal hourly rate, however no charge will be billed for auto mileage. The described scope of services below will be completed for no more than $17,000. Letter Prop.s28 to Pr'Nide Roy E, 611=£it.,,4®e,r Technic.=I Transit Assistance Transportation 1•1.-.nian; Page 2 Please call if I can answer any questions regarding the work I am proposing to do or if I can provide additional detail. I look forward to your decision and, if engaged, to working with you and other City staff to support your local transportation program. Sincerely, Roy E. Glauthier Principal Attachments: Proposed Scope of Work Qualifications and References 336 Vista Baya Costa Mesa CA 92627-1808 Voice/FAX: 949-650-5956 Email: rglauthier@aol.com Letter Proposal to Provide R„v>.s I :Mier Technical Transit Assistance Transporttt!o Page 3 SCOPE OF WORK Task 1: Assistance with Procurement Documents This task will be initiated with a meeting of the consultant and City staff to identify problems and issues with the current management and operations which need to be taken into consideration in development of the new contract and scope of work. Based on this meeting, the consultant will work with the City's transit staff to update, revise and clarify the Request for Proposals from the 2015 procurement. Particular attention will be paid to ensuring that the service descriptions and requirements for the Explorer and Dial-A-Ride services reflect the requirements for the new contract period. Initial work in this task will develop a timeline for the procurement effort showing the key events and deadlines throughout the procurement process to initiation of services. It has been recommended that the City extend the current management contract for 90 days to move the contract expiration from December 31, 2018 to March 31, 2019, to avoid a change-over during the holiday season. The timeline developed will take into account the City's response to this recommendation. Task 2: Assist with Procurement Process The consultant will assist the City in developing a list of prospective bidders for this contract, will advise on publication and release of the RFP, help organize and conduct the pre-bid conference, assist in responding to questions submitted on the RFP and in preparation and issuance of addenda, and generally advise on the procurement as it proceeds. Task 3: Conduct Technical Evaluation of Submitted Proposals The consultant will carry out a technical and cost evaluation of the submitted proposals designed to support the work of a Technical Review Committee comprised of City staff and representatives of local peer transit systems. Due to existing relationships with managers in private management companies that may compete on this contract, I will provide technical support to the City, but will not score or make a recommendation as to which firm should be selected. Task 4: Assist Staff in Drafting Staff Report At the conclusion of the proposal review and selection, I will assist City staff in the drafting of the staff report to the City Council summarizing the procurement process, proposals received, technical and panel assessments, and the basis for the recommended selection. Because every city has its own formats and policies for such reports, the consultant will play a secondary role in this task. Letter Proposal) to Provide � r o 6i dAdhIer Technic-,i Transit Assist,=,nee Trrnz,.ortaft®@r Planning Policy y Page 4 Timing of Assistance As mentioned above, it is recommended that the City extend the current contract with Southland Transit for a period of 90 days, continuing the present agreement through March 31, 2019. Consultant efforts will aim for completion of the draft RFP package for City review no later than September 15. As noted above, development of a procurement timeline will be among the first tasks to be undertaken once the project begins. •• J Letter Proposal to Provide Roy E. Glauthier Technical Transit Assistance Transportation Planning & Policy Page 5 ROY E. GLAUTHIER TRANSPORTATION PLANNING AND POLICY QUALIFICATIONS AND EXPERIENCE Overview Begun in October 1996, Transportation Planning and Policy provides transit and paratransit technical assistance to cities and communities with a special emphasis on community-level policy and operating issues. Direct operating experience in local fixed- route services, paratransit and special services for seniors and individuals with disabilities allows us to focus in on specific issues and provide practical alternatives and recommendations. From 1976 through 1996, Roy Glauthier was a principal division manager with the DAVE Transportation Services organization with responsibilities in the areas of technical and consulting support, administrative and management services, and transportation operations. From January 1, 1990, through August of 1996, Roy was also one of five Principal Partners in DAVE Transportation Services, Inc.-- a period which saw the company grow from annualized sales of$27 million to almost $76 million at the close of FY1996. During this period, Roy was DAVE's Regional Manager for Northern California, Oregon, Washington and Utah, overseeing 18 locations operating a total of 25 service contracts. Technical and Consulting Experience Roy Glauthier has managed and directly participated in well over 250 consulting engagements to cities, counties and transit agepcies nationwide, including agencies as diverse as the Washington Metropolitan Area Transit Authority, Chicago Transit Authority, Via Metro Transit in San Antonio TX, and the. Honolulu Public Transit Authority, as well as municipal and county agencies throughout California. Assistance has been provided in such areas as: • Transit and paratransit management and operational assessments; • Competitive procurement assistance • Transportation feasibility and service design; • Specialized transportation design and performance; • Development of operating policies and procedures; • ADA compliance and planning; • Design and implementation of senior transportation programs; and • Emergency response planning and training. Letter Prop Tsai t• Provide /?ti%�.. ` E 6tt,4 i,thie r Technical Transit Assistance Trano.,,otrttati keo Planning ; Policy Page 6 Additionally, as a key member of DAVE Transportation's technical staff, Roy also provided support on a daily basis to the operating managers and client agencies of the DAVE organization on such issues as service design and operations, fare collection policies and procedures, ADA and regulatory compliance, marketing and public information, and passenger assistance. Typical consulting engagements since 2015 have included: Transit Consulting Service: Dial-A-Ride Management Procurement City of Monrovia, CA The City last rebid their general public dial-a-ride management contract in 2010 and was unsuccessful in pursuing a joint RFP for management services in 2016 with two other local cities. This project involved the development of a Request for Proposal package and service agreement based on the City's current Monrovia Transit services, which include both a general public dial-a-ride service and an Old Town Shuttle service from the Metro Gold Line station to a central bus stop in the downtown shopping area. RFP development began in late summer 2016 with an assessment of the existing services and the procurement process is expected to be completed in April 2017. Call Center Planning Assistance Western Placer Consolidated Transportation Planning Authority Beginning in January 2014 and continued through early 2017, for AMMA Transit Planning Glauthier has provided transit planning assistance to the WPCTSA and the three public transit providers in Western Placer County: the Cities of Auburn and Roseville and Placer County Transit. During the 26 months of this project, five new programs were developed: • Bus Pass Subsidy Program: this program distributes fixed route bus day- passes to government agencies and nonprofit social service agencies within the county to be issued to their clients to facilitate non-emergency medical trips and other government assistance trips; • Trip Assignment Program: To improve efficiency in the delivery of non- emergency medical trips in the Western portion of Placer County, a new trip assignment policy and process was developed to assign trips that are requested on the specialized Health Express service to be scheduled onto one of the 3 public dial-a-ride services if equal service can be provided; • Online Trip Reservations: This project developed a process for the acceptance of online trip reservations for dial-a-ride and Health Express trips, including the online trip request form, the internal process for accepting and confirming these requests, and the public information materials for implementation; Letter Proposal to Provide Roy E Jlauthier Technical Transit Assistance Transportation Planning {=3 Policy Page 7 • Development of Uniform Discount Fare Eligibility Procedures: For the area's three fixed route providers, this project developed a uniform process for discount fare eligibility in order to implement reciprocal eligibility across all three systems; and • Development of Uniform ADA Paratransit Eligibility Procedures: Similar to the Discount Fares, this project worked with the three fixed route providers in South Placer County to develop a uniform ADA eligibility process under which an individual with disabilities may submit an application to any of the County's transit providers and, if eligible, will be granted reciprocal eligibility on the other systems. Each of these projects involved working with the affected transit or paratransit systems to determine program requirements and reach consensus on a program designs, the drafting of detailed procedures for the administration and operation of these programs, development of budgets for each program where applicable, and provision of implementation plans and assistance. Technical Assistance for Public Transit Procurement City of Avalon, CA This project entailed the development of a competitive procurement for management of Avalon's public transit services — a community fixed route and senior/disabled dial-a-ride -- for the first time in over 20 years. As there was no existing service plan or previous RFP document, this necessitated close interaction with the City Council to determine the City's objectives in supporting public transit services and a clear understanding on the financial resources available to support such a program. With the Council's approved service plan, a Request for Proposals package was prepared which complied with Federal procurement requirements, in hopes of securing future Federal assistance. The initial RFP process resulted in no compliant proposals, so a revised RFP was developed to address identified concerns of prospective bidders. A second release of the RFP elicited a compliant proposal and the new Avalon Transit services were initiated June 1, 2016. Follow-on assistance continued through 2016. Transit Consulting Service: Dial-A-Ride Management Procurement City of La Mirada, CA The City last rebid their general public dial-a-ride management contract in 2008 and had run out of options to extend their contract. This project involved the development of aRequest for Proposal package based on the City's current service while also incorporating service flexibility to meet developing transportation needs over the projected contract term. The RFP resulted in two compliant proposals and, following evaluation of the proposals and interviews, a new contract was awarded to the incumbent management firm for a, base term of four years plus two, 2-year options, effective July 1, 2016. Letter Proposal to Provide Roy Eo Glauthier Technical Transit Assistance Transportation Planning & Page 8 Fixed Route Contractor Solicitation and Selection Process Services County of Sonoma, Sonoma County Transit This project provided assistance to Sonoma County Transit in the updating and revision of their RFP package for management and operation of the SCT fixed route services and assistance in the conduct of the procurement process, from issuance of the RFP to prospective proposing firms, organization and conduct of the Pre-Proposal Conference, preparation of addenda and response to questions, to assessment of proposals and conduct of interviews. The RFP was released in January 2016 and resulted in two compliant proposals. The proposals and their costs were evaluated and questions and necessary clarifications identified. Transportation Program Review& Rebid City of Rosemead CA Beginning February 2015 through mid-2015, this project carried out an operational assessment of the City's Explorer fixed route service, the Commuter Connection and Dial-A-Ride and provided recommendations for improvement of the services under the rebid of the management contract to be effective November 1, 2015. Most significant among these recommendations was that the City procure and provide the service vehicles under the new contract, which will save the City in operating costs and provide riders with a higher quality vehicle, Procurement assistance included drafting of the RFP document and process, assisting in the conduct of the pre-proposal conference, response to questions and drafting of addenda, technical review of proposals, conduct of interviews and contract negotiation. Assistance will continue as needed with the transition to a new contractor, if that is the outcome of the process. Glauthier also assisted the City with a similar analysis and procurement assistance in 2007-2009. • Procurement Assistance with RFP for Operation of Glendale Beeline Fixed Route Transit Service AND Procurement Assistance with RFP for Operation of Glendale Dial-A- Ride Service City of Glendale, CA Working with AMMA Transit Planning, Roy provided RFP development assistance to the City of Glendale beginning early January 2015 culminating in the City's release of their RFP for management of the Beeline fixed route services in mid-February. Procurement assistance included planning of the pre- proposal meeting, drafting of addenda responding to questions, and technical analysis of the received proposals. This procurement resulted in only a single proposal due to difficulty in locating an acceptable operating facility, which necessitated a thorough analysis of the procurement process and the bidder's Letter Proposal tc Provide Roy E. GI-, dh r Technical Transit Assistance Transporgiihn pian +in Policy Page 9 proposed costs. The single proposal was judged to be appropriate and valid under FTA procurement procedures. Beginning in August 2015 and carrying through to March 2016, a second project assisted the City is the development of their RFP package for procurement of the management contract for the City's Dial-A-Ride services. As with the prior assignment, this project provided the City with a draft RFP package, assisted with organization of their pre-proposal meeting, drafted responses to questions from prospective proposers, and conducted a technical evaluation and cost assessment of the two proposals received by the City. RFP for Management and Operation of Desert Roadrunner Transit Services in the Palo Verde Valley • Palo Verde Valley Transit Authority, Blythe CA For AMMA Transit Planning under a contract with the Riverside County Transportation Commission, Roy worked with the City of Blythe, the principal agency in the PVVTA joint powers authority, to develop the RFP for the Roadrunner services and provide the Authority with guidance in the procurement process. Assistance also included technical and cost analysis of the 4 proposals that were received, coordination of the interviews, and completion of supporting materials for Caltrans' review and approval of the PVVTA procurement. Beach Cities Transit, Management Rebid and Technical Assistance, City of Redondo Beach CA From September 2009 and continuing, this project began with the provision of technical assistance with the procurement for a new management contract for Beach Cities Transit, a fixed-route and dial-a-ride system serving the South Bay communities in Los Angeles County. This assistance involved finalization of the procurement documents, advising the City on administration of the procurement process and transition to a new contractor effective January 1, 2010. In the spring and summer of 2014, a new Request for Proposals was developed for management of the Beach Cities transit program and the procurement carried out to an award by Council in early October. Since completion of the BCT procurement, technical assistance has continued, focusing on federal grant administration, compliance with federal, state and local reporting and other requirements, capital planning and vehicle acquisition, and FTA Triennial Reviews and local audits. Management Procurement Assistance Pomona Valley Transportation Authority Beginning in July through October 2013, assistance was provided to the Pomona Valley Transportation Authority in the drafting and preparation of a Request for Proposals package for the re-procurement of their management and operations Letter Pr.posal to Prn•vide Roy E &®a • Mier Technical Transit Assistance Trrnspotrtati.%n Psnnnin & Policy Page 10 contract. Having assisted PVTA in their previous procurement, this process involved the review and update of their Scope of Work for the Get About system, preparation of updated procurement timeline and process, and assembly of a current listing of prospective bidders, among other tasks. During.the procurement process, assistance included participation in the preproposal conference, preparation of addenda, technical review of submitted proposals, preparation for and participation in proposal interviews, and assisting in the panel assessment of the proposals. Prior projects by Transportation Planning and Policy for PVTA have included: • . June 2008 —April 2009 Get About Operations Review • Dec 2009 —Jan 2010 Assessment of Get About Operations • May— Sept 2010 Management Procurement Assistance • Oct 2012 —April 2013 Assessment of Get About Operations Additional Clients& Projects • California Association for Coordinated Transportation [CaIACT], RTAP Workshops on Competitive Procurement, Threat Assessment and Emergency Preparedness; • Greensboro Transit Authority, Greensboro NC, Operational Analysis of the ADA Complementary Paratransit Services; • Fresno Area Express, City of Fresno, CA, Evaluation of Handy Ride Service and Procurement Assistance (2006-2007); Management Procurement Assistance (2012), FTA ADA Compliance Review Assistance; • Morongo Basin Transit Authority, Joshua Tree CA, Development of Security and Emergency Preparedness Plan; • City of Claremont and Pomona Valley Transportation Authority, Claremont Transit Service Assessment; • City of Norwalk, Norwalk Transit Services SCA], La Mirada Dial-A-Ride Comprehensive Operations Analysis; • Office on Aging, County of Orange, California; Technical Assistance on Senior Non-Emergency Medical Transportation, And Interim Manager of Senior Transportation; • Health Care Agency, County of Orange, California; Senior Non-Emergency Medical Transportation Study; • City of Arcadia, California; Interim Transportation Services Officer (3 separate engagements), Procurement of Vehicles, Procurement of Management Contractor; Letter Propose 9 to Pr•vide Roy Eo e®ait ier Technical Transit Assistance Transportation Planning", sSicy Page 11 • City of Colorado Springs, Colorado; Development of Springs Mobility Request for Proposals, Development of Springs Transit Request for Proposals, and Cost Benefit Analysis of Management Structure; • Palm Beach County, Florida; Assessment of SpecTran Services and Organization; • City of Huntington Beach and Southern California Association of Governments; Comprehensive Service Analysis and Smart Shuttle Project; • Orange County Transportation Authority; Evaluation of Potential ACCESS Paratransit Business Models and Contract Structures; Paratransit Demand Management Study[with AMMA], Interim Community Transportation Coordinator; Procurement of Management Contractor, Cost/Benefit Analysis of Paratransit Operations Structure, Development of ADA Certification Services Scope of Work, ADA Litigation Research & Summary; • City of Vallejo [CA]; Procurement Assistance for M&O Contractor and Vehicles; • Long Beach Transit(CA);ADA Procedures and Policies; • Triangle Transit Authority, North Carolina; Development of Alternative ADA Service Models; • King County Department of Transportation (Seattle, WA); Specification Development for Mobile Data Terminals and Automatic Vehicle Location Systems; • Metropolitan Transportation Commission [Oakland CA]; Paratransit Scheduling Assessments; • County of San Diego (CA), Aging and Independence Services Agency; Assessment and Planning for Senior Transportation Needs; • Kansas City Area Transit Authority,Assessment of Paratransit Scheduling Procedures; • City of Redondo Beach[CA]; Interim Transportation Services Officer; Transit Management Procurement; and Technical and Grant Assistance. • City of Torrance [CA], Transit Division; Organizational Analysis & Redesign; Reference Contacts Audra McDonald, Administrative Assistant City of Avalon P.O. Box 707 Avalon, CA 90704 Telephone: 310-510-0220 ext 128 Audra1@cityofavalon.com Letter Proposal to Pr•vide "'oy E GIIuth!er Technical Transit Assistance Transportation Planning & Policy Page 12 ! Lisa Montoya, Supervisor Community Services Department City of La Mirada 13700 La Mirada Blvd. La Mirada CA 90638 Telephone: 562-902-3125 Imontoya@cityoflamirada.org ! Joyce Rooney, Transit Manager Harbor, Business &Transit Department City of Redondo Beach 415 Diamond Street Redondo Beach, CA 90277 Telephone: 310-318-0631 ext 2670 Email: Joyce.Rooney@redondo.org ! Kathryn Engel, Transit Manager City of Glendale 633 E. Broadway, Room 300 Glendale CA 91206 Telephone: 818-937-8330 Email: kengel@glendaleca.gov ! George Colangeli, General Manager Palo Verde Valley Transit Authority 125 W. Murphy Street Blythe CA 92225 Telephone: 760-922-1140 Email: paloverdebus@yahoo.com • George Sparks, Administrator Pomona Valley Transportation Authority 2120 Foothill Blvd. Suite 116 La Verne, CA 91750 Telephone: (909) 596-7664 Email: GLSPVTA@gmail.com ROY E. GLAUTHIER Page 2 of 10 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on-ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a"pay on behalf" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring'actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work.The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. B-2 ROY E. GLAUTHIER • Page 3 of 10 • essional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy o' .9 - - ;e specifically designed to protect against acts, errors or omissions of the consultant and "C. =• 'rofessional Services" as designated in the policy must specifically include work performe• . - •'s agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. - 9• .c must "pay on behalf of" the insured and must include a provision establishing the insurer's • • - •efend. The po,/ • retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A.M. Bests rating of A-or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability • coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all -contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit • Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over"claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits. required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. B-3 • . 1 ROY E. GLAUTHIER Page 4 of 10 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10.Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. . Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11.Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12.The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. B-4 ROY E. GLAUTHIER Page 5 of 10 13.For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14.Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16.Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18.Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21.Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement.Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There B-5 ROY E. GLAUTi HIER Page 6 of 10 shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. B-6 • .$e -� t MRM DATE(MM/DD/YYYY) CE T F ( ATE OF LI:- <BIUTY �NSUR CE R054 8/24/2018 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: VALLEY FORGE INSURANCE BROKERAGE PHO A/C,,No,Ext): (PJCNo): (888) 443-6112 427657 P: F: (888) 443-6112 E-MAIL ADDRESS: 301 WOODS PARK DRIVE INSURER(S)AFFORDING COVERAGE NAIC# CLINTON NY 13323 INSURER A: Sentinel Ins Co LTD 11000 INSURED INSURER B TRANSPORTATION PLANNING & POLICY/ ROY INSURERC: E. GLAUTHIER INSURER D: 336 VISTA BAYA INSURERE: COSTA MESA CA 92627 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER FOLIC YEFF POLICY EXP LIMITS LIR INSR WVD (MMIDDIYYYY) IMM/DD/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $l 0 0 0 0 0 0 PREMISES(Ea occurrence) / / A X General Liab X 39 SBA LX6068 10/22/2017 10/22/2018 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- X LOC PRODUCTS-COMP/OP A'GG $2,00 0 f 000 JECT OTHER: $ AUTOMOBILE LIABILITY • COMBINED SINGLE LIMIT $1 0 0 0 0 0 0 (Ea accident) / / ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 39 SBA LX6068 10/22/2017 10/22/2018 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ • DED RETENTION S $ IVOR%ERS COMPENSATION PER OTFI- ANDEMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A - (Mandatory in NH) EL DISEASE-EA EMPLOYEE $ If yes,describe under - $ DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. The City of Rosemead, its officials, employees and agents are an Additional Insured per the Business Liability Coverage Form SS0008 . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE ' City of Rosemead DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Sylvia Llamas AUTHORIZED REPRESENTATIVE 8838 VALLEY BLVD ROSEMEAD, CA 91770 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD a a \3 t . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 39 SBA LX6068 DW Named Insured and Mailing Address; ROY E. GLAUTHIER D/B/A TRANSPORTATION PLANNING & POLICY 336 VISTA BAYA COSTA MESA CA 92627 Policy Change Effective Date: 08/24/18 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: VALLEY FORGE INSURANCE BROKERAGE Code: 427657 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON-ORGANIZATION PRO RATA FACTOR: 0.162 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 1211 04 05 T Page 001 Process Date: 08/24/18 Policy Effective Date: 10/22/17 Policy Expiration Date: 10/22/18 POLICY NUMBER: 39 SBA LX6068 THIS ENDORSEMENT CHANGES THE, POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF REDONDO BEACH, ITS OFFICERS, ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AND VOLUNTEERS ARE AN ADDITIONAL INSURED AND COVERAGE IS PRIMARY & NON-CONTRIBUTORY PER THE BUSINESS LIABILITY COVERAGE FORM SS0008 WITH RESPECT TO LIABILITY ARISING OUT OF WORK PERFORMED BY OR ON BEHALF OF THE CONSULTANT, ALSO WITH RESPECT TO LIABILITY ARISING OUT OF AUTOMOBILES HIRED AND NON-OWNED AUTO PER THE BUSINESS LIABILITY COVERAGE FORM SS0008. 415 DIAMOND ST REDONDO BEACH, CA 90277 CITY OF LA MIRADA ATTENTION: CITY CLERK'S OFFICE 13700 LA MIRADA BLVD LA MIRADA, CA 90638 THE CITY OF LA MIRADA, INCLUDING BUT NOT LIMITED TO ITS ELECTED OFFICIALS, EMPLOYEES, VOLUNTEERS AND AGENTS ARE ADDITIONAL INSUREDS PER THE BUSINESS LIABILITY COVERAGE FORM SS0008 ATTACHED TO THIS POLICY. THE CITY OF ROSEMEAD, ITS OFFICIALS, EMPLOYEES AND AGENTS 8838 VALLEY BLVD ROSEMEAD, CA 91770 Form IH 1200 11 85T SEQ. NO. 003 Printed in U.S.A. Page 001 (CONTINUED ON NEXT PAGE) Process Date: 08/24/18 Expiration Date: 10/22/18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE "EAD IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the inception Date of the policy unless another date is indicated below: Policy Number: 39 SBA LX6068 DW Named Insured and Mailing Address; ROY E. GLAUTHIER D/B/A - TRANSPORTATION PLANNING & POLICY 336 VISTA BAYA COSTA MESA CA 92627 Policy Change Effective Date: 113/22/18 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: VALLEY FORGE INSURANCE BROKERAGE Code: 427657 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON-ORGANIZATION PRO RATA FACTOR: 1.000 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 1 Page 001 Process Date: 08/24/18 Policy Effective Date: 10/22/18 ,Policy Expiration Date: 10/22/19 POLICY NUiJL ER: 39 SBA LX6068 �yzpy ��pa �S�p gy�� ® pq ® A� THIS ESQ DO,',SE1 SEN■ CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF REDONDO BEACH, ITS OFFICERS, ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AND VOLUNTEERS ARE AN ADDITIONAL INSURED AND COVERAGE IS PRIMARY & NON-CONTRIBUTORY PER THE BUSINESS LIABILITY COVERAGE FORM SS0008 WITH RESPECT TO LIABILITY ARISING OUT OF WORK PERFORMED BY OR ON BEHALF OF THE CONSULTANT, ALSO WITH RESPECT TO LIABILITY ARISING OUT OF AUTOMOBILES HIRED AND NON-OWNED AUTO PER THE BUSINESS LIABILITY COVERAGE FORM SS0008. 415 DIAMOND ST REDONDO BEACH, CA 90277 CITY OF LA MIRADA ATTENTION: CITY CLERK'S OFFICE 13700 LA MIRADA BLVD LA MIRADA, CA 90638 THE CITY OF LA MIRADA, INCLUDING BUT NOT LIMITED TO ITS ELECTED OFFICIALS, EMPLOYEES, VOLUNTEERS AND AGENTS ARE ADDITIONAL, INSUREDS PER THE BUSINESS LIABILITY COVERAGE FORM SS0008 ATTACHED TO THIS POLICY. THE CITY OF ROSEMEAD, ITS OFFICIALS, EMPLOYEES AND AGENTS 8838 VALLEY BLVD ROSEMEAD, CA 91770 Form IH 12 0011 85 T SEQ.NO. 003 Printed in U.S.A. Page 001 (CONTINUED ON NEXT PAGE) Process Date: 08/24/18 Expiration Date: 10/22/19 iE s M E 9 ` 1 0 CITY OF ROSEMEAD TRANSIT SERVICES ANALYSIS&REQUEST FOR PROPOSAL DEVELOPMENT AGREEMENT (ROY E. GLAUTHIER TRANSPORTATION PLANNING& POLICY) AMENDMENT I The Agreement that was made and entered into on the 29th day of January, 2015 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, CA 91770 and Roy E. Glauthier Transportation Planning & Policy with its principal place of business at 336 Vista Baya, Costa Mesa, CA 92627-1808, is hereby extended from the period of June 30, 2016 through December 31, 2016. All existing provisions of the original agreement shall remain intact. Signed: CITY OF ROSEMEAD ROY E. GLAUTHIER TRANSPORTATION PLANNING & POLICY ' IO Z7-I(p jLsk� tl z.lt� • By: ey ! , Bill Manis Date Roy E. .la Phier Date City Manager Principal ti 10 I7 CITY OF ROSEMEAD TRANSIT SERVICES ANALYSIS& REQUEST FOR PROPOSAL DEVELOPMENT AGREEMENT (ROY E.GLAUTHIER TRANSPORTATION PLANNING &POLICY) AMENDMENT I The Agreement that was made and entered into on the 29`"day of January, 2015 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, CA 91770 and Roy E. Glauthier Transportation Planning & Policy with its principal place of business at 336 Vista Baya, Costa Mesa, CA 92627-1808, is hereby extended from the period of June 30, 2016 through December 31, 2016. All existing provisions of the original agreement shall remain intact. Signed: CITY OF ROSEMEAD ROY E.GLAUTHIER TRANSPORTATION PLANNING & POLICY By 13L9 & •'irr1 C ll . Ilc By: ! n 10-27-I(A Bill Manis Date Roy E. .la!hier Date City Manager Principal C(' CITY OF ROSEMEAD, CALIFORNIA Public Works/ Engineering: 8838 East Valley Boulevard, Rosemead, Caldomia 917]0 (626) 569 -2150 FAX t626)307-9218 CONTRACT CHANGE ORDER Date: July 7, 2015 Contract Number: A 00025 Transportation Services Analysis & Request for Project: Proposal Development Change Order Number: 1 To: Roy E. Glauthier Transportation Planning & Policy 336 Vista Baya Costa Mesa, CA 92627 -1808 Contractor Telephone: (949) 650 -5956 Attention: Mr. Rov Glauthier Contractor Fax Description of Change (additional sheet attached) Additional Technical Transit Assistance $ 4,800.00 Total Contract Change Order No. 1: $ 4,800.00 Reason for Change (additional sheets attached) The above - described changes authorize an increase in the provision of services on an as needed and on- call basis. The cost of additional services shall be based on the included schedule of hourly rates and shall not exceed the authorized amount. Distribution Contractor ❑ Consultant ® Division ❑ Project Manager ❑ Project File Other: ❑ Form PWE (Revised 5109) Page 1 of 2 CITY OF ROSEMEAD CONTRACT CHANGE ORDER The change results in the following adjustment of Contract Price and /or Time: Original Contract Price Net Change by Previously Authorized Change Orders/ Contract Amendment This Change Order ..... _, ....... _____ Total Change Order Amount including this Change Order Contract Price after Change Order(s) Account/Program Contract Time prior to Change Net Increase in Days Authorized by this Change Order Current Contract Time including this Change Order ................... ______. Project Completion Date Including Net Increase in Days by Change Order.., S 15,000.00 S 00.00 $ 4,1 (32,0%) $ 4,800.00 (32.0 %) $ 19,800.00 Miscellaneous Accounts � $ 4,800.00 N/A N/A N/A Contractor is hereby directed to make the herein - described changes and /or perform said herein - described work in connection with above reference project. All new work shall conform to the applicable provisions of the plans and specifications, except as specifically modified by the Contract Change Order. This Change Order No. 1 to Contract No A 00025 constitutes full and complete compensation for all costs associated with the above changes inclusive of insurance, contractors profit, direct and indirect overhead, extended office overhead, bonds, supervision, labor, materials and equipment. All other costs are non- compensable. All other provisions, requirements, terms and conditions contained in the above referenced Agreement remain in full force and effect. This Change Order is not valid until signed by both City and Contractor. Attachments: (List attached documents that support Change Order) Attached is the Contractor's Change Order Request, Dated July 6, 2015 City of Rosemead Contractor/ Consultant Prepared / Approved By Accepted By. „t C . �"a.,.�Pri•er T2 y�spor+dw.2lo,wi..� QobL`] Rafael M. Fajardo, P.E., City Engineer Date N CtOr E8 1� 713 i1 Matt Ha eswo�r•h, fabler of Public Works Dale Contract rFR preess{e(ntative Signature Date "av, tra 1!_� Additional City Approvals: "' `•' Printed f ame, Title Date Title Title Date Form PWE (Revised 5109) Page 2 of 2 Roy E. Giauthier Transportation Planning & Policy July 6, 2015 Matt Hawkesworth, Assistant City Manager CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, CA 91770 RE: Letter Proposal to Provide Follow -On Technical Transit Assistanceto Rosemead Transit Matt We've gotten through the Rosemead Transit interviews and it appears that the selection and probable transition of the management contract to a new firm is in the offing, although anything could happen. As I noted to Silvia, the funding authorization in my current contract with the City is exhausted with last week's interviews, so an amendment would be needed to continue my assistance as the selection is finalized, contract terms are negotiated, and to assist the City during a management transition should that be the City's decision. My potential assistance to the City would most likely include the following: Assist with Negotiations /Finalization of Selection: Following the interviews, negotiations appear necessary to resolve questions regarding the services and equipment which are included within specific proposals. Under this task, assistance will be provided to the City in identifying desired services and equipment that may be missing from the top ranked proposals and requesting and evaluating proposal and /or budget revisions to provide those services /equipment. Following negotiations, assistance will be provided in the drafting of the award recommendation and staff report. Transition Assistance: Should the management of Rosemead Transit be awarded to other than the incumbent firm, a transition will be needed from the incumbent firm to the new manager. Although each proposal included a Transition Plan, assistance will be provided to initiate regular transition meetings, review and refine the selected firm's Transition Plan, and coordinate the needed actions of the City, the incumbent manager and selected new management firm. As with the current assistance, I would propose that these follow -on services be carried out under a time and expenses arrangement. Based on similar projects, I believe this assistance would require no more than another 40 hours of consultant time. At my present fully - loaded rate of $120.00 per hour, this would be a total authorization of $4,800.00. Letter Proposal to Provide Roy E. Giauthier Follow -On Assistance Transportation Planning & Policy Page 2 I would be happy to discuss this follow -on proposal if you have questions. I look forward to continuing my assistance to the City of Rosemead in support your local transportation program. Sincerely, Roy E. Glauthier Principal C [by Email }: Sean Sullivan Silvia Llamas 336 Vista Baya Costa Mesa CA 92627 -1808 Voice /FAX: 949 - 650 -5956 Email: rglauthier@aol.com A6 I E M f 5 A00025 PROFESSIONAL SERVICES AGREEMENT TRANSIT SERVICES ANALYSIS & REQUEST FOR PROPOSAL DEVELOPMENT (ROY E. GLAUTHIER TRANSPORTATION PLANNING & POLICY) PARTIES AND DATE. This Agreement is made and entered into this Zeday of� ., ouGV,.4 20 L5 (Effective Date) by and between the City of Rosemead, a municipal organizatiortorganized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City ") and Roy E. Glauthier with its principal place of business at 336 Vista Bays, Costa Mesa, CA 92627 -1808 ( "Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing transit analysis & procurement services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such transit analysis & procurement services for the Rosemead Transit ('Project'), also referred to as "Services" as set forth in this Agreement. 5�14W& 3.1 Scope of Services and Term. 3. 1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional transit analysis & procurement services necessary for the Project, herein referred to as "Services ". The Services are more ROY E. GLAUTHIER Page 2 of 10 particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term: The term of this Agreement shall be from the Effective Date shown above to June 30, 2016 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this agreement is necessary to complete the Services 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates, Independent Contractor: The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required bylaw. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the ROY E. GLAUTHIER Page 3 of 10 Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the Assistant City Manager, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant will designate a designee to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. ROY E. GLAUTHIER Page 4 of 10 3.2.101 nsurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit 8 attached to and part of this agreement. 3.2.11 Safety: Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (6) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Fifteen Thousand Dollars ($15,000.00). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment and Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means anywork which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, at seq., ( "Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public ROY E. GLAUTHIER Page 5 of 10 works" and "maintenance' projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined bythe Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records, 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties atthe following address, or at such other address as the respective parties may provide in writing for this purpose: ROY E. GLAUTHIER Page 6 of 10 CONSULTANT: Roy E. Glauthier 336 Vista Baya Costa Mesa, CA 92627 -1808 Attn: Roy E. Glauthier Phone: (949) 650 -5956 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Matt Hawkesworth— Assistant City Manager Phone: (626) 569 -2107 Fax: (626) 569 -2303 Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultantfor any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. ROY E. GLAUTHIER Page 7 of 10 Consultant shall not Use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification: To the fullest extent permitted bylaw, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and Consultants arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents, orvolunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the ROY E. GLAUTHIER Page 8 of 10 successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction, References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14Amendment;Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees orsubconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. ROY E. GLAUTHIER Page 9 of 10 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] ROY E. GLAUTHIER Page 10 of 10 CITY OF ROSEMEAD By: Jeff Allred, 'City Manager F.R- $A Attest: Gloria ROY E. GLAUTHIER f- z9 -is- By: 1- Z(, -Zoll Date Date Name: Title: `n~GPQ 6z e [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By: Date Name: ROY E. GLAUTHIER EXHIBIT A SCOPE OF SERVICES SEE REQUEST FOR PROPOSAL (RFP) AND CONSULTANT'S PROPOSAL Roy E Giauthier Transportation Planning 8 Po /icy January 19, 2015 Sean Sullivan, Management Analyst CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, CA 91770 RE: Letter Proposal to Provide Technical Transit Assistance For Rebid of Rosemead Transit Management Contract Dear Sean: I'm pleased to respond to your request for assistance to assess the current performance of the City's transit services, update and prepare the Request for Proposals for a new management and operating contract, and assist City staff in conducting that procurement. Based on our meeting last week with Matthew and Sylvia, I am assuming that the City will be expending the present contract with Southland Transit for an additional 3 months through September 30, so have incorporated that assumption into this letter proposal as to timing. Attached to this letter is a proposed Scope of Work for assessment of the current Rosemead Explorer, Commuter Connection and Dial -A -Ride programs and assistance with the City's rebidding of the transit management and operations contract. The assessment will provide the City with a summary analysis of the performance of these services, identify any complaints, comments and requests received regarding these services, and make recommendations for improvement of these services. This assessment and the City's review comments will help develop an up -to -date scope of work for the rebidding of the service contract. The procurement assistance proposes to assist City staff in the development of the needed procurement documents, administration of the procurement process and analysis of the submitted proposals. My qualifications and experience to provide these services cover over 35 years of consulting to cities, counties and transit agencies in the design, management and operation of services similar to those sponsored by the City as well as providing assistance in similar procurement engagements with a number of agencies in Southern California and elsewhere. Recent procurement assistance projects have been carried out for the City of Blythe /Palo Verde Valley Transit Authority, the City of Redondo Beach, the Pomona Valley Transportation Authority, and the City of Azusa. My qualifications and references are detailed in an attachment to this letter proposal. I would propose that these services be carried out under a time and expenses arrangement due to uncertainty as to the extent of analysis that will be needed regarding the current services, and, with regard to the procurement process, the extent of updating or revision needed in the procurement documentation from the last competitive procurement in 2008. My fully - loaded, hourly rate for this engagement will be $120.00 per hour. Travel time will be charged at one -half the normal hourly rate, Letter Proposal to Provide Roy E. Glauthier Technical Transit Assistance Transportation Planning & Po /icy Page 2 however no charge will be billed for auto mileage. The described scope of services below will be completed for no more than $15,000. Please call if I can answer any questions regarding the work I am proposing to do or if I can provide additional detail. I look forward to your decision and, if engaged, to working with you and other City staff to support your local transportation program. Sincerely, Roy E. Glauthier Principal Attachments: Proposed Scope of Work Qualifications and References 336 Vista Baya Costa Mesa CA 92627 -1808 Voice /FAX: 949- 650 -5956 Email: r-glauthier@aol.com Letter Proposal to Provide Technical Transit Assistance Page 3 SCOPE OF WORK Task 1: Service Assessment Roy E. Giauthiei Transportation Planning & Policy Under this task, the consultant will carry out an executive -level assessment of the management, operations and performance of the Rosemead Explorer, Commuter Connection and Dial -A -Ride services. The assessment will involve interviews with City and contractor staff, collection of financial and operating statistics, review of system documentation and policies, and analysis of available reports and service reviews. Statistical performance of these services will include analysis of ridership trends and productivity for at least the past three operating years. Document review will include the current contract documents, invoices and monthly management reports submitted by the contractor, and complaint/comment records maintained by City staff. Task Outcome: This task will result in a working paper analyzing the current Rosemead services and evaluating their present operations against contract requirements and historical trends. The objective of this effort will be to identify prospective changes to the Scope of Work for Rosemead Transit to improve services, increase system efficiencies, lower or contain costs, or improve system administration, management or monitoring. Task 2: Procurement Assistance Work under this task falls into four phases: 1. Assistance with Procurement Documents Based on the outcome and recommendations of the assessment conducted under Task 1, the consultant will work with the City's transit staff to update, revise and clarify the electronic Request for Proposals from the 2008 procurement. Particular attention will be paid to ensuring that the service descriptions and requirements for the Explorer and Dial -A -Ride services reflect the requirements for the new contract period and to add the Commuter Connection service that was not implemented until 2012. Initial work in this task will develop a timeline for the procurement effort showing the key events and deadlines throughout the procurement process to initiation of services on October 1, 2015. 2. Assist with Procurement Process The consultant will assist the City in developing a list of prospective bidders for this contract, will advise on publication and release of the RFP, help organize and conduct the pre -bid conference, assist in responding to questions submitted on the RFP and preparation and issuance of addenda, and generally advise on the procurement as it proceeds. Letter Proposal to Provide Roy E. Glauthier Technical Transit Assistance Transportation Planning & Po /icy Page 4 3 Conduct Technical Evaluation of Submitted Proposals The consultant will carry out a technical and cost evaluation of the submitted proposals designed to support the work of a Technical Review Committee comprised of City staff and representatives of peer transit systems. Due to existing relationships with managers in private management companies that may compete on this contract, I will provide technical support to the City, but will not score or make a recommendation as to which firm should be selected. 4 Assist Staff in Drafting Staff Report At the conclusion of the proposal review and selection, I will assist City staff in the drafting of the staff report to the City Council summarizing the procurement process, proposals received, technical and panel assessments, and the basis for the recommended selection. Because every city has its own formats and policies for such reports, the consultant will play a secondary role in this task. Deliverable Reports As described, the only formal deliverable report will be a Working Paper presenting the System Assessment conducted under Task 1. This report will be provided to the City electronically and transmitted to the City via email. All reports and documentation will be created in Microsoft Office Version 2010 formats. Timing of Assistance As stated in the Cover Letter, it is assumed that the City will secure a 90 -day extension of the current contract with Southland Transit, continuing the present agreement through September 30, 2015. Consultant efforts will aim for completion of Task 1 on or about March 1 and completion of the draft RFP package for City review about April 1. As noted above, development of a procurement timeline will be among the first tasks to be undertaken once the project begins. Letter Proposal to Provide Roy E. Glauthier Technical Transit Assistance Transportation Planning & Po /icy Page 5 Rov E. Glauthier 336 Vista Baya Costa Mesa CA 92627 -1808 V /FAX: 949- 650 -5956 rglauthier @aol.com Mr. Glauthier offers a unique combination of hands -on experience with local public transit management. In almost 35 years of consulting and management of community transit and paratransit services, Glauthier as assisted transit agencies across the U.S. in the design, management and operation of regular and specialized transportation. Since October 1996, as Principal of Transportation Planning and Policy, and currently as Senior Associate with AMMA Transit Planning, Mr. Glauthier has provided planning and policy assistance to government and transit agencies in the areas of general administration and management of community -level transit services and specialized services for individuals with disabilities. Projects and client agencies have included: • Management and Operation Assessments: City of Redondo Beach [CA], Greensboro Transit Authority [Greensboro NC], Pomona Valley Transportation Authority [La Verne CA], City of Monterey Park [CA], City of Fresno [CA], City of Rosemead [CA], City of La Mirada [CA], Orange County Transportation Authority [Orange County, CA], Palm Beach County [FL]; Regional Public Transportation Authority [Phoenix, AZ], Riverside County Transportation Commission [Riverside, CA], and City of Claremont [CA]. • Emergency Planning Assistance: Access Services [EI Monte CA], Caltrans /CaIACT RTAP Workshops; Pomona Valley Transportation Authority [La Verne CA], Morongo Basin Transit Authority [Joshua Tree CA]. • Assessment and Planning for Senior & N EMT Transportation Needs: Western Placer Consolidated Transportation Services Agency [Auburn CA], County of Orange Health Care Agency [Santa Ana, CA], City of Huntington Beach [CA], County of San Diego, Aging and Independence Services Agency [San Diego, CA], San Diego Association of Governments [San Diego, CA]; • ADA Compliance Policies and Procedures: Orange County Transportation Authority [CA], Washington Metropolitan Area Transit Authority [Washington, D.C.], Regional Transit Authority [New Orleans, LA], Long Beach Transit [Long Beach, CA]; • Human Service Transportation Coordination: Riverside County Transportation Commission [CA], Placer County Transportation Planning Agency [CA], Orange County Transportation Authority [CA] Letter Proposal to Provide Roy E. Glauthier Technical Transit Assistance Transportation Planning 8 Policy Page 6 • Transit & Pa rat ran sit Procurement Assistance: City of Blythe /Palo Verde Valley Transit Authority [Blythe CA], City of Azusa [CA], Pomona Valley Transportation Authority [La Verne, CA], City of Redondo Beach [CA], City of Rosemead [CA], City of Fresno [CA], City of Arcadia [CA], City of Colorado Springs [CO[, City of Vallejo [CA], Orange County Transportation Authority [Orange County, CA]; • Assessment of Paratransit Scheduling Procedures: Greensboro Transit Authority [Greensboro NC], Pomona Valley Transportation Authority [La Verne, CA], City of La Mirada [CA], Kansas City Area Transit Authority [Kansas City, MO], Metropolitan Transportation Commission [Oakland, CA]; • Mobile Data Terminal /Automatic Vehicle Location Requirements and Specifications: King County Department of Transportation [Seattle, WA]; • Organizational Analysis and Restructuring: City of Colorado Springs [CO], City of Torrance, Transit Division [Torrance, CA]; • Interim Transportation Staffing & Staff Assistance: City of Redondo Beach [CA] (2 engagements), Orange County Transportation Authority, City of Arcadia [CA] (3 engagements), Orange County Office on Aging [CA]. For almost twenty years, from December 1976 through September 1996, Mr. Glauthier was a member of the corporate staff and Senior Management of DAVE Transportation Services, Inc. a national leader in contract management of public transit and paratransit services. During his tenure with the DAVE organization, Mr. Glauthier held a number of key positions with the company in the areas of consulting, administration and operations, and, from 1990 through August 1996, was one of five Principal Partners of the firm. Mr. Glauthier holds a Masters in Business Administration from the University of California, Irvine, and a Bachelor of Arts in Political Science from Claremont McKenna College, Claremont, CA. Mr. Glauthier is also a Vietnam -Era veteran, having left service in the U.S. Army in 1975 at the rank of Captain. Letter Proposal to Provide Roy E. Giauthiei Technical Transit Assistance Transportation Planning & Policy Page 7 Recent Transit/Paratransit Competitive Procurements Palo Verde Valley Transit Authority, City of Blythe CA Contact., Frank Luckino, City Manager 760 - 921 -2340, tluckino @cityofblythe.ca.gov Competed in August 2014 with proposer interviews and development of the staff recommendation, this project assisted the City of Blythe by drafting the Request for Proposals and Scope of Work for management and operation of the PVVTA system, which provides deviated fixed route transit services the extreme eastern section of Riverside County and across the Colorado River into Arizona. This RFP elicited 4 competitive proposals. Pomona Valley Transportation Authority, La Verne CA Contact. George Sparks, Transit Administrator 909- 596 -7664, glspvta@gmail.com Two management procurement projects have been done recently for PVTA. From July through October 2013, assistance was provided to PVTA in the drafting and preparation of a Request for Proposals package for the re- procurement of the management and operations contract for their Get About program. Having assisted PVTA in their previous procurement, this process involved the review and update of the Scope of Work for these services, preparation of updated procurement timeline and process, and assembly of a current listing of prospective bidders, among other tasks. During the procurement process, assistance included participation in the preproposal conference, preparation of addenda, technical review of submitted proposals, preparation for and participation in proposal interviews, and assisting in the panel assessment of the proposals. This RFP elicited 4 competitive proposals. A second procurement is present under way for Cab Services to support the Get About service as well as to operate the Claremont Dial -A -Ride and San Dimas Dial -A -Cab services. Assistance under this project included review /revision of the RFP package and Scope of Work, conduct of the preproposal conference, preparation of Addenda and response to proposer questions, technical and cost analysis of proposals, organization and conduct of interviews and assistance in drafting of the staff report and recommendation. This procurement is still in process. Beach Cities Transit City of Redondo Beach CA Contact. Joyce Rooney, Transit Manager 310 - 318 -0610 ext 2670, joyce.rooney@redondo.org The Request for Proposals for this procurement was released in early August 2014 following development of the RFP package and Scope of Work with City staff over the prior six months. Assistance included preparation for the preproposal meeting, drafting of three addenda including responses to over 160 proposer questions, technical and cost analyses of the seven proposals, preparation for and conduct of finalist interviews, and drafting of the staff report and recommendation. ROY E. GLAUTHIER EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability' policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsementto the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage foreach such person. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self- insured retention for liability not covered by primary but covered bythe umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000.00 per occurrence. ROY E. GLAUTHIER Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services' as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of'the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are licensed carriers in the state of California and with an A. M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. ME ROY E. GLAUTHIER 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self- insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. B -3 ROY E. GLAUTHIER 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all - inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or �I ROY E. GLAUTHIER Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. M CERTIFICATE OF LIABILITY INSURANCE 8045 i/12172015 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED ADDITIONAL INSURED, Ble Policies may require an enl MAGUIRE INSURANCE AGENCY INC /PHS 722627 P:(866) 467 -8730 F:(888) 443 -611 PO BOX 29611 CHARLOTTE NC 28229 THAN SPORTATION PLANNING & POLICY/ ROY E. GLAUTHIER 336 VISTA BAYA COSTA MESA CA 92627 olicy(les) must he endorsed If SUBROGATIONIS WAIVED, subject to the Tsement. A statement on this certificate does not confer rights to the -, (866) 467 -8730 we.A (888) 443 -6112 INDIRRA RpNlsl^+'%ueulxGCOVEM Sentinel Ins Co LTD INSUURG NcUFeRv REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMB,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. AvrxoRrzr:n RrpRFSFirrATnE Attn: Sylvia Llamas n nT,,.,ep..�d ROSEMEAD, CA 91770 / mn s n$1,000,000 _ RAL LIP611JTY NOCCURRENCC �occuR ar,Mee TO R—, IFaew�rencel 1,000,000 X EXPIAnvm�P —O 510,000 A IT 30 SBA LX6068 10/22/2014 10/22/2015 PBRAfuALaAOVMIDRY 1,000,000__ GENT AGGREGATE LIMRAPPLIES PER GQaEMLAGGREGAfF - 2,000,00 - 52, 000, 000 POUCY� 'E° ❑R me AUTOMOBILE DAMUTY IEO..mG VrI NG1E LIMrt 1 000 000 RY IPerPorsonl ANYAUIO A os -LE rvEO scneout£O X lec X NOWOWN AUTOS EO 30 SBA LX6068 10/22/2014 10/2212015 Om.lI(Peraaoe.nu Pfsrees YmN IPo,.'B"I VNBRELTA LIAR ROPOR AOAREGATE IXCFSS LIAR CWMSMAOE VATUS GL FACIIPCCIVEm ANY-- 1FLPORIN1 —.1uFI YM OFFICE— MGMEAM mem ^ (ManWmnln Np LJ pp -- - -- - -- - -- Ityes.tlexntleumler DESCRIPTION Of OPFRAnmas eel.., ewprlo, YOFOppaanWS /LOwnoxc /Pt'Xrcx6(PCOBO to,, pudmenelNmarvs Saroiul.. ma' e.aBam.11emvn a0aulanyinel Those usual to the Insured's Operations.Certif'icate holder is also an Additional Insured per the Business Liability Coverage Form SS0008. nr, a.a,nrvrtwlrvrv. nrr rrBr„a reaerYeu. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED City of Rosemead y BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AvrxoRrzr:n RrpRFSFirrATnE Attn: Sylvia Llamas 8838 VALLEY BLVD ROSEMEAD, CA 91770 / nr, a.a,nrvrtwlrvrv. nrr rrBr„a reaerYeu. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD A l�l11A. � 9`j kk. CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDD/YYVYI 10 -09 -2012 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATEOF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statementon this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MAGUIRE INSURANCE AGENCY INC /PHS (MM /DD/YYYY) PHONE F AM N °Ext), (866)467 -6730 (A /c,No): (844)538 -529 722627 P:(866)467 F:(844)538-5 295 GENERAL LIABILITY PO BOX 29611 ADDRESS: CHARLOTTE SC 28229 INSURERS) AFFORDING COVERAGE NAICN INSLIRERA SEntlnel '.Ins O'FD "—"1 5 1, 000, 000 PREMISES (Ea occunancel INSURED INSURER B; COMMERCIAL GENERAL LIABILITY TRANSPORTATION PLANNING & POLICY/ ROY INSURER E. GLAUTHIER INSURER D MED EXP (Any one person) 336 VISTA BAYA A CLAIMS -MADE I X I OCCUR X General Liab COSTA MESA CA 92627 INJURER E: 30 SBA LX6068 INSURER F 10/22/2013 PERSONAL &ADV INJURY COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WIT RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SU JECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I�TR TYPE OF INSURANCE INS fl WVD POLICY NUMBER (MMIDDIYYYY) (MM /DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE 5 1, 000, 000 PREMISES (Ea occunancel 9 1,6 00, 000 COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) 5 10, 000 A CLAIMS -MADE I X I OCCUR X General Liab IyI u I L J I 30 SBA LX6068 10/22/2012 10/22/2013 PERSONAL &ADV INJURY 5 1,000, 000 GENERAL AGGREGATE 5 2,000, 000 GENT AGGREIIGATIE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG S 2,000, 000 I POLICY u PHI- X LOC S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) s 1, 000, 0 0 0 BODILY INJURY (Per pereonl 6 ANYAUTO BODILY INJURY (Per accident) $ A ALL OWNED SCHEDULED AUTOS u AUTOS X HIRED AUTOS 1 X NON -OWNED 1=� AUTOS I u u 30 SSA LX6068 10/22/2012 10/22/2013 PROPERTY DAMAGE (Per accident) S UMBRELLA LIAR a OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAB CLAIMS -MADE I L] u DEI RETENTION 5 S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR /PARTNER/EXECUTIVL OFFICER /MEMBER EXCLUDED? L-1 N/A u WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT 5 (Mandatory in NHI E.L. DISEASE - EA EMPLOYE S If yes, describe under DESCRIPTION OF OPERATIONS below - E.L. DISEASE - POLICY LIMIT $ uu DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additlonel Remarks Schedule. If more space is required) Those usual to the Insured's Operations.Certificate holder is also an Additional Insured per the Business Liability Coverage Form SS0008. CERTIFICATE HOLDER CANCELLATION City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Attn : Brain Saeki , BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Redevelopment Administrator DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEQ UPRIESENTATIVE ^'` /a7 8838 Valley Blvd. Rosemead, CA 91770 ACORD 25 12010/05) D 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Oct 18 12 04:08p MAYOR: Sandra Armenta MAYOR PRO TEM: Polly Low COUNCIL MEMBERS: William Alarcon Margaret Clark Steven Ly Glauthier- Parker October 16, 2012 Roy E. Glauthier 336 Vista Baya Costa Mesa, CA 92627 Re: Proof of Insurance To Whom It May Concern: 949 - 650 -5956 p.1 City of Wosemead 8838 E. VALLEY 30ULEVARD P.O 3cX 3% ROSEMEAD CALIFORNIA 9'= TELEPHONE '62£ 569-2'.X FAX ;626': K7-92'8_ ;6, C b j PI 1. Y 'C, 1i �E R KIIS X04, F ICE 8y, Per the service agreement between the City of Rosemead and your company, it is required that you provide an updated Certificate of Liability Insurance. Please forward a corrected certificate to the attention of the City Clerk. If you have received this letter in error and have submitted a corrected certificate prior to the date above, or are no longer contracting with the city, please check the bottom portion of this notice and fax it to (626) 307 -9218. Questions or concerns, please contact the City Clerk's Office at City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 or by e-mail at: eharnandez( cityofrosemead.oro. Thank you for your prompt attention to this matter. Sincerely, Ericka Hernandez Assistant to the City Clerk is no longer contracting with the City. 1 MAYOR: GARYTAYLOR r d MAYOR PRO TEM: STEVEN L1' COUNCIL MEMBERS: SANDRA ARMENTA MARGARET CLARK. POLLY LOW March 16, 2011 Roy E. Glauthier 336 Vista Baya Costa Mesa, CA 92627 -1808 Dear Roy: 8838 E VALLEY BOULEVARD : P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569 -2100 FAX (626) 307 -9218 Letter of Agreement for City Transportation Program Evaluation and Enhancement This letter shall be our Agreement regarding the transportation consultation services described below ( "Services ") to be provided by Roy E. Glauthier ( "Contractor ") as an independent contractor to the City of Rosemead for the City's Transportation Program Evaluation and Enhancement Analysis ( "Project "). The Services to be provided include the following: Identify and develop service improvements to the City's transportation program, including: Identifying opportunities and strategies for improvement the transportation options available to City residents; conducting community outreach to identify unmet and under -met transit needs and determine the level of interest in transit improvements; detail recommended service improvement strategies that respond to public transit needs and build on existing City transportation services; and providing the City a detailed plan and timeline for implementation of the service improvement options. The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. Contractor shall perform all Services under this Letter of Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Compensation for the above services shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the hourly rate(s) of $ 105.00. However, unless expressly agreed to in writing in advance by the City, the cost to the City for the Services shall not exceed $10,000. ROY E. GLAUTHIER 3/16/2011 Page 2 of 3 Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor shall provide proof of commercial general liability and automobile insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. If Contractor is an employer or otherwise hires one or more employees during the term of this Project, Contractor shall also provide proof of workers compensation coverage for such employees, which meets all requirements of state law. Invoices shall be submitted to the City monthly as performance of the Services progresses. City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project shall begin immediately and be completed by August 2011, unless extended by the City in writing. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter of Agreement for cause only. Contractor warrants that the individual who has signed this Agreement has the legal power, right and authority to make this Agreement and bind the Contractor hereto. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. ROY E. GLAUTHIER 3/16/2011 Page 3 of 3 a -AW7Ac 0I44t'iIZF1y7 Approved by: 5, 16M Attest: Gloria Molleda City Clerk 02/08 Documentl s l ..art' I Lej 0 A Uffn 0 1 In to tell zLSjmpwj Q c Title ' Z-11/7ao Date March 14, 2011 Chris Marcarello Public Works Director CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead. CA 91770 RE: Letter Proposal to Prepare Transportation Program Improvement Plan Dear Chris: This letter proposal responds to your request for assistance in identifying and developing service improvements to the City's transportation program. As described more fully in the Scope of Services that follows, this project will: Identify opportunities and strategies for improving the transportation options available to city residents, which may include extending the City's present transportation services to serve key destinations within the city and in adjacent cities, establishing direct connections to neighboring transit services, and adding commuter - focused services in morning and evening hours; ® Detail recommended service improvement strategies that respond to public transit needs and build on the City's existing transit and paratransit services; and ® Provide the City with a detailed plan and timeline for the implementation of the selected service improvement options. As detailed in our Cost Proposal, I am proposing to carry out the described Scope of Services for a not -to- exceed total cost of $10,000, inclusive of all expenses and administrative costs. I look forward to working with you and other City staff on this assignment and to the challenge of improving Rosemead's transportation program to better serve the travel needs of your city's residents. I would be more than happy to meet with city representatives to discuss this project and our proposal. Please call or email me should you have any questions. Very Sincerely, Roy E. Glauthier Principal SCOPE OF SERVICES: Study Purpose 336 Vista Baya Costa Mesa CA 92627 -1808 Voice \FAX: 949.650.5 956 EM: rglauthier @aol.com Roy E. Glauthier transportation planning & policy This study is designed to provide the City of Rosemead with technical assistance and advice in the identification, development and implementation of transportation improvements to meet the travel needs of the city's residents. The City already provides local transportation services through its Explorer and Dial -A -Ride programs; this study seeks to improve those services and, as appropriate, to propose additional transportation services to facilitate local and regional travel needs outside the city. Task 1: Identify Potential Improvement Opportunities and Strategies Our assistance to the City will begin by identifying specific opportunities and strategies for improving the transportation options available to city residents. It is expected that these strategies will include improvements to the current Explorer and Dial -A -Ride services as well as new services and cooperative arrangements with transit services in adjacent cities. Examples may include: extending the City's present transportation services to serve key destinations within the city and in neighboring cities; establishing convenient connections and transfers to adjacent and regional transit services; adding commuter - focused services in morning and evening hours; and providing direct service to the El Monte Transit Center. Each improvement opportunity or strategy will be described in general terms sufficient to allow their prioritization by the City's Transit Working Group. Depending on the option, the description may include a brief summary of the transportation service it would provide, expected clientele, estimated capital and operating costs, and implementation timing and requirements. This initial task will also prepare a summary of the transit fund sources that are potentially available to support this program. For each fund source, this summary will describe the source and stability of those funds, identify any restrictions or limitations to the use of each fund source, and estimate the annual FY 2010 -11 fund revenues and existing program expenditures. This analysis is intended to provide a realistic picture of the funding which could be applied to improving local transit services. Task 1 will result in a short working paper that allow the City policy makers and staff to provide policy direction and guidance early in the planning process. Task 2: Develop Recommended Improvement Program Based on our discussions with City officials and staff, local input through focus groups City of Rosemead Page 2 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Glauthier transportation planning & policy or meetings with senior citizens, and our assessment of the range of possible improvements relative to identified unmet and under -met travel needs, we will develop a program of recommended improvement strategies for consideration by the City. We would expect these strategies to range from extensions and enhancements to the City's existing transit and paratransit services to strategies that would rely on adjacent transit services such as the Monterey Park Spirit Bus or El Monte Shuttles to provide extended transportation options though cooperative agreements and transfer arrangements. This program will clearly identify and assess the transit needs as prioritized by the Transit Working Group and present these options in sufficient detail to facilitate their consideration by the City. To the degree possible, specific travel needs will be described in terms of trip purpose, expected target rider populations, days or hours when this travel need is most important (if applicable), and the extent to which existing transit services could meet these needs. The recommended Transportation Program Improvement Plan will be prepared to facilitate its review by the City, utilizing summary tables where possible. The program of transit improvements will be developed to respond to the identified transit needs in a manner that will make the most effective use of available funding while seeking to balance the magnitude of the identified transit need, the estimated cost to meet that need, and the availability and alternate uses of potential funds. The consultant will be available to assist the City in its review of the recommended plan and finalization of the plan based on input received from City officials, staff and the public. Task 3: Development Implementation Plan Upon finalization of the program of recommended improvements, an implementation plan will be developed to provide the City with a detailed plan and timeline for the implementation of the selected service improvement options. This implementation plan will discuss the steps and actions needed to effect each improvement strategy, identify possible assignments of responsibility, and highlight any interrelationships between recommended strategies that would argue for an order or precedence in their implementation. Project Deliverables City of Rosemead Page 3 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Glauthier transportation planning & policy Each proposed task will result in the preparation of a working paper summarizing the completed work, findings and results of that task. Working papers will be provided to the City in ten (10) bound copies plus one unbound copy and an electronic version in pdf format. Proposed Project Timeline Work under this project will be initiated within 7 days of receipt of a signed agreement or formal notice to proceed from the City. Working Paper 2, presenting the recommended improvement plan, will be submitted to the City within 90 days of project initiation. Working Paper 3, constituting the implementation plan, will be submitted to the City within 21 days of approval of the final program of improvements by the City. It is proposed that this project be carried out under a time and materials cost agreement, which means that the City will be billed for the actual time and pre- approved charges incurred on this project. The attached budget pages detail the proposed hours and costs by task and by consulting staff. Travel will be billed at the IRS - approved auto mileage rate, which is presently $0.51 per mile. Any direct costs charged to this project will be specified in advance and documentation provided with the invoice. As detailed, we are proposed a not -to- exceed total price for the described scope of services of $10,000.00. City of Rosemead Page 4 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Glauthier transportation planning & policy Project Costing: Rosemead Transportation Program Improvement Plan City of Rosemead Page 5 Letter Proposal to Prepare Transportation Program Improvement Plan Task 1 Task 2 Task 3 Totals Idenirfy Potential Improvement Opportunities Develop Recommended Improvement Program Develop Implementation Plan Consultant Rate /Hr Hours Cost Hours Cost Hours Cost Hours Cost Roy Glauthier $ 105.00 16 $ 1,680 $ 90 $ 40 60 $ 6,300 $ 90 $801 16 $ 1,680 $ 40 92 $ 9,660.00 $ 180 $ 160 Direct Costs Auto Mileage [ $0.50 /mi Printing/Cop ing $0.10 /pgj Cost By Task: $ 1,810 $ 6,470 $ 1,720 $ 10,000 City of Rosemead Page 5 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Glauthier transportation planning & policy Roy E. Glauthier, Transportation Planning and Policy Overview Begun in October 1996, Transportation Planning and Policy provides transit and paratransit technical assistance to cities and communities with a special emphasis on community -level policy and operating issues. Direct operating experience in local fixed - route services, paratransit and special services for seniors and individuals with disabilities allows us to focus in on specific issues and provide practical alternatives and recommendations. In addition to his professional transportation work, since 1996 Roy Glauthier has been an active disaster response volunteer with the Orange County Chapter of the American Red Cross and is qualified as both a Public Information Officer and Government Liaison. In these capacities, Roy has responded to local disasters ranging from house fires to evacuations caused by flooding and landslides and participated in a wide variety of disaster drills and exercises with local cities, nuclear incident response exercises for the San Onofre Nuclear Generating Station, countywide WMD exercises, and aircraft incident drills at John Wayne/ Orange County Airport. From 1976 through 1996, Roy Glauthier was a principal division manager with the DAVE organization with responsibilities in the areas of technical and consulting support, administrative and management services, and transportation operations. From January 1, 1990, through August of 1996, Roy was also one of five Principal Partners in DAVE Transportation Services, Inc. -- a period which saw the company grow from annualized sales of $27 million to almost $76 million at the close of FY1996, Technical and Consulting Experience Roy Glauthier has managed and directly participated in well over 250 consulting engagements to cities, counties and transit agencies nationwide. For agencies as diverse as the Chicago Transit Authority, Via Metro Transit in San Antonio TX, Yuba - Sutter Transit Authority in Marysville CA, and the Honolulu Public Transit Authority, assistance has been provided in such areas as: City of Rosemead Page 6 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Giauthier transportation planning & policy o Transit and paratransit management and operational assessments; • Emergency response planning and training; • Transportation feasibility and service design; • Specialized transportation design and performance; • Development of operating policies and procedures; • ADA compliance and planning; • Design and implementation of senior transportation programs; and • Competitive procurement assistance. Additionally, as a key member of DAVE Transportation's technical staff, Roy also provided support on a daily basis to the operating managers and client agencies of the DAVE organization on such issues as service design and operations, fare collection policies and procedures, ADA and regulatory compliance, marketing and public information, and passenger assistance. Typical consulting engagements since 2008 have included: Development of Security and Emergency Preparedness Plan, Access Services, El Monte CA Initiated in February 2010, this project will provide Access with practical plans for emergency response and the continuation of critical transportation services in the event of either local or general disasters. It will address the immediate protection of Access and contractor staff, passengers, facilities and resources when disaster strikes, the use of Access resources to meet special needs transportation requirements during the disaster response, and the resumption of regular Access services as the emergency passes. The plan will also address the safety of Access passengers who are traveling when a disaster occurs and the evacuation of Access clients and other individuals with special needs in an emergency. Finally, the plan will outline training and client outreach that will be needed to ensure Access Services' and providers' staffs are ready to respond and that clients know what to expect from Access should an emergency occur. Operational Analysis of the ADA Complementary Paratransit Services, Greensboro Transit Authority, Greensboro NC [with AMMA Transit Services] From September 2009 through Summer 2010, this study assessed the Specialized Community Area Transportation [SCAT] paratransit program operated by the City of Rosemead Page 7 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Glauthier transportation planning & policy Greensboro Transit Authority, documenting and evaluating existing policies and practice, and recommending revisions to policies, procedures and operating practices to improve the efficiency, effectiveness and quality of paratransit services. The project involved an extensive outreach to the rider community and participation in the implementation process. RTAP Threat & Vulnerability Assessment Workshops, California Department of Transportation and CaIACT Under sponsorship of the Federal Rural Transportation Assistance Program administered by Caltrans and managed within California by CaIACT, two workshops have been provided in October and November 2009 on Threat & Vulnerability Assessment. These workshops provide participants with an overview of security and emergency planning and response, demonstrate the principles of threat and vulnerability assessment based on their own systems, and carry out a hands -on security review of the host transit facilities. These workshops are designed to jump - start the emergency planning process at participating transit systems. Get About Operations Review & Emergency Planning Assistance, Pomona Valley Transportation Authority, La Verne CA Begun in June 2008 and completed in May 2009, this two -part project involved an operational assessment and the development of PVTA's first Security and Emergency Preparedness Plan. Under the first part of this engagement, Glauthier carried out a thorough assessment of the organization, policies and procedures involved in the delivery of Get About transportation within the four -city PVTA service area. The study was prompted by declining productivity, increasing costs and a concern over contractor performance. The review found a general lack of documented policies and procedures, inattention to trip demand patterns and systemic errors in reporting, leading to a total of 28 recommendations for improvement of management, operations, service delivery and monitoring of performance. In the second phase of this assistance Glauthier assisted PVTA and its contract manager in the development of the Authority's first Security and Emergency Preparedness Plan (SEPP). Glauthier guided the management team through the conduct of a hazard and vulnerability assessment, evaluating the likelihood and potential impact of possible hazards and planning for mitigation and preparedness actions. The PVTA SEPP is designed to be easily followed and readily used by whatever operating staff are on -duty when a disaster occurs. City of Rosemead Page 8 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Glauthier transportation planning & policy Transportation Program Review & Rebid, City of Rosemead CA From March 2007 through March 2009, this project evaluated the management, operations and administration of Rosemead's Shopper Shuttle and Dial -A -Ride programs and provided recommendations for improvement of the services, leading up to rebid of the management contract effective September 1, 2008. Procurement assistance included drafting of the RFP document and process, conduct of the pre - proposal conference, response to questions and drafting of addenda, technical review of proposals, conduct of interviews and contract negotiation. Assistance continued with the transition to a new contractor, refinement of services and policies and development of new system image and information materials. A complete listing of clients and projects is available upon request. Reference Contacts a Mr. Matthew Avancena, Manager, Planning and Coordination Access Services P.O. Box 71684 Los Angeles CA 90071 Telephone: 213- 270 -6000 Ms. Jacklyn Montgomery, Executive Director CalACT 1010 Hurley Way, Suite 140 Sacramento, CA 95825 Telephone: 800 - 422 -5228 x102 Mr. George Sparks, Administrator Pomona Valley Transportation Authority 2120 Foothill Blvd. Suite 116 La Verne, CA 91750 Telephone: (909) 596 -7664 Mr. Chris Marcarello, Public Works Director City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 City of Rosemead Page 9 Letter Proposal to Prepare Transportation Program Improvement Plan Roy E. Giauthier transportation planning & policy 626- 569 -2118 City of Rosemead Page 10 Letter Proposal to Prepare Transportation Program Improvement Plan AL E.O P,(A P6V lJ CERTIFICATE ELF LIABILITY IN R IVC PATE (MM /OP/YYYY) 08 -11 -2010 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONALINSURED, the poficylies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER MAGUIRE INSURANCE AGENCY INC /PHS 722627 P:(866)467 -8730 F:(844)538 -5295 PO BOX 29611 CHARLOTTE NC 28229 CONTA NAME: (AIC,Ne,E.1) (866)467 -8730 ItAic,No): (844)538 -529 ADDRESS; CUSTOMER ID k: INSURERISI AFFORDING COVERAGE NAICd INSURED TRANSPORTATION PLANNING & POLICY/ ROY R. GLAUTHIER 336 VISTA BAYA COSTA MESA CA 92627 INSURERA: Hartford Casualty Ins Co 30 SBA LX6068 INSURER B: 10/22/20111 - - -' INSURER C: S 1,000, 000 IS: N PURER S 300,000 INSURER E S 10,000 INSURER F Is 1,000 000 ertvcanrsFA cpRTn=lcaTF NUMBER- REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. In TYPE OF INSURANCE INSR MD I POLICY NUMBER UCY Id" (MMIOD/YYYYI IMMODIYYYYI LIMBS A GENERAL LIABILITY L �I ABILITY COMMERCIAL GENERAL 1 A L AIMS -MADE �> OCCUR CL q Y. General Liab 30 SBA LX6068 10/22 /2010 10/22/20111 EACH OCCURRENCE S 1,000, 000 PREMISES (Ee Pccurrencel S 300,000 n MED EXP (Any 0,n, Peonl I S 10,000 PERSONAL &ACV INJURY Is 1,000 000 GENERAL AGGREGATE S 2,000,000 GEN-L AGGREGATE LIMIT ABELI €S PER: POLICY L I JECT U LOC PflODUCTS - COMP /OP AGG 4 2,000,000 S A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 130 SBA LX6068 10 /za1zo10 10/22 /2011 COMBINED SINGLE LIMIT (Ee eroid.ntI 5 1,000,000 BODILY INJURY (Per p.a.rd $ BODILY INJURY (Per accident) $ pflOPERTY DAMAGE (par accitlentl $ X X $ $ UMBRELLA LIAR u OCCUR EXCESS LIA6 CLAIMS -MADE EACH OCCURRENCE 6 AGGREGATE 6 DEDUCTIBLE RETENTION S S S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY VIN ANY PROPRIETORIPARTNER/EXECUTIVE� OFFICERIMEMBER EXCLUDED? (Mandatary In NH) If yea, deeaibe under DESCRIPTION OF OPERATIONS halo. NIA TORY LI TORY UMIMIU- TS OTH- ' Efl E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYE $ EL DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarka Schedule, if mere epece la mgwr.d) ThhQse,usull to the Insured's Operations.Qntificate holder is also an Adflitiona Insured per the Business Liabi ity Coverage Form SS0008. City Of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Attn : Brain Saeki , BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Redevelopment Administrator DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 8838 Valley Blvd. AUTUORlz iii555PRESENTATNE Rosemead, CA 91770 0-7 '7 ". A reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE 1 os'EiiVa0"1' 10 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED EPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. W eORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to terms and conditions of the policy, certain policies may require an endorsement. A statementon this certificatedoes not confer rights to the certificate holder in lieu of such endorsementls). MAGUIRE INSURANCE AGENCY INC /PHS PHONE r- E,n: (866) 467 -8730 (A /C, Np): (844)538- 722627 P: (866)467 -8730 F: (844)538 -5295 MA, PO BOX 29611 ADDRESS: CHARLOTTE NC 28229 CUSTOMER ID M: INSURED -- -- NSURERA: Hartford Casualty Ins Co TRANSPORTATION PLAJWTNG & PpLTC'Y/ ;$OI NSURER B: E. GLAUTHIER L '= 336 VISTA BAYA F J Vd'sse NSURER C: COSTA MESA CA 92627 _ } NSURER D: ( _ AUG o ^et%, NSURER E t j A�� 3 LV tU NSURER F COVERAGES ; CERTFEICAT.E- NUMBER: — ,_= ! REVISION NUMBER: THIS IS TO CERTIFY THAT THE !POLICIES OF` INSURANCE. hISTEDF LOW SHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIpEMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERT `AIN...THE- ,IN_SURANCE, AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS CIFSUCH- POLICIES.- LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER IMMIDDNYYY) I (MMIDDNYYY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE L X I OCCUR X General Liab 30 SBA LX6068 10/22/ 2010 10/22/2011 EACH OCCURRENCE 5 14000,000 PREMISES ITER «currents) 9 300,000 MED EXP (Any one person) $ 10,000 PERSONAL d ADV INJURY S 1,000,000 GENERAL AGGREGATE s 2,000,000 GEN'L AGGREGATE LIMIT APPPUES PER: POLICY II jECT LX I LOC PRODUCTS - COMP /OP ADS 5 2,000,000 S A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 30 SBA LX6068 10/22/2010 10/22/2011 ; COMBINED CEt)SINGLE LIMIT S 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S PROPERTY DAMAGE War occident) $ X X S 5 UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS.MADEJ EACH OCCURRENCE S AGGREGATE 5 DEDUCTIOLE RETENTION $ S S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY V /NI OFFI PRIMEMe RiXCI- TiJ°RIEXECUiiVE'—' IMandaRry inN RE %CLUDEOi L✓ If yes, describe in NHI D yea, describe under DESCRIPTION OF OPERATIONS below NIA WC LIMITS ER OR TORY L LIMIT E E.L. EACH ACCIDENT i E.L. DISEASE - EA EMPLOYE 5 E.L. DISEASE - POLICY LIMIT 1 $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101. Additional Remarks Sclndule, If more space le recuired) Tho eusual to th Insured's O erations(� rtificate holder is also an per the Business Liabi�ity Coverage Form SS0008. Additional Insure p City of Rosemead Attn: Brain Saeki, Redevelopment Administrator W s8 Valley Blvd. emead, CA 91770 L AINL,CLLM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZE PRESENTATIVE 1988 -2009 ACORD CORPORA ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND ROY E. GLAUTHIER ARTICLE 1. PARTIES AND DATE This First Amendment to the Professional Services Agreement ( "First Amendment') dated as of the 1st day of April, 2008 is entered into by and between the City of Rosemead ( "City ") and Roy Glauthier ( "Consultant'). ARTICLE 2. RECITALS 2.1 City and Consultant entered into that Professional Services Agreement dated May 14, 2007 ( "Agreement'), whereby Consultant agreed to provide transportation consulting services as listed in Exhibit "A" of the agreement. 2.2 City and Consultant now desire to amend the Agreement to include additional compensation not to exceed ten thousand dollars ($10,000). ARTICLE 3. TERMS 3.1 Section 3.1.2 of the Agreement is hereby deleted in its entirety and replaced with a new Section 3.1.2 to read as follows: The term of this Agreement shall be from April 1, 2008 to March 31, 2009, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement' appears in the Agreement, it shall mean the Agreement as amended by this Amendment. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 0 3.4 Counterparts. This Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. CITY OF ROSEMEAD CONSULTANT By: &Z; e-, . By: Oliver Chi City.Manager Attest: v Gloria Molleda City Clerk ozio8 Document48 P4 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 14th day of May, 2007 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, CA 91770 ( "City ") and 12011 E. GLAUTNIER with his principal place of business at 336 Vista Baya, Costa Mesa, CA 92627 ( "Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing technical transit services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such transportation planning and evaluating services as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional technical transit consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from May 1, 2007 to July 1, 2008, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. • TON4PORT11TION PLANNING R FUgIUgTION Page 2 of 16 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Roy E. Glauthier. 3.2.5 City's Representative. The City hereby designates Brian Saeki, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. TRUIPORTRTION PLANNING $ EUlILURTION Page 3 of 16 3.2.6 Consultant's Representative. Consultant hereby designates Roy E. Glauthier, or his or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. T1291115PORT9TION PLANNING R ifUULU9TION Page 4 of 16 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required underthis section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the TRANYPORTfiTION PUNNING R EIIOL99TIOFI Page 5 of 16 Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses: 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. TRONVORTATION PLANNING R EMOTION Page 6 of 16 3.2.10.7 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed fourteen thousand dollars ($14,000) without advance written approval of City's representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of TRAN4PORTI11TIdN PONNING R FURLUMTION Page 7 of 16 this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the 0 0 TRANIPORTATION PL#NNING R EUgIOgTION Page 8 of 16 request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: TRIIN4PORTIITION PLHNNING R POLIr4 336 Vista Baya Costa Mesa, CA 92627 Attn: Roy E. Glauthier CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead. CA 91770 Attn: Brian Saeki, Redevelopment Administrator Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any.and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use`not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, 0 0 TON4PORTfiTION DONNING R EMOTION Page 9 of 16 written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the • r TUNIPORTNTION PUNNING R FIINLUNTION Page 10 of 16 State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working 0 0 TRNNYPORTNTION PUNNING R EUNLUNTION Page 11 of 16 solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be sighed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ROSEMEAD TRNNSP RTNTION PUNNING R POLIPy BY: BY: %77-0'7 Andy Lazzaretto Roy E. 014thiers TONSPORTATION PLANNING R FUALUATION Page 12 of 16 City Manager Principal Attest: I By: Nina Castruita City Clerk 0 0 W9111WORTNl10N PLNNNING $ EI/NLUNTION Page 13 of 16 EXHIBIT A SCOPE OF SERVICES Task 1: Assistance with Contract Extension The current management and operations contract with Laidlaw Transit Services expires June 30, 2007. The first task under this engagement will be to assist the City with negotiating an extension of this agreement. Task 2: Service Assessment Under this task, the consultant will carry out an assessment of the management, operations, policies and procedures, and performance of the Rosemead Shopper Shuttle and Dial -A -Ride services. The assessment will involve on -site observation of system operations, interviews with contractor management and staff, collection of financial and operating statistics, review of system documentation and policies, and analysis of available reports and service reviews. Statistical performance of these services will analyze common performance indicators for the past three operating years and compare Rosemead's performance against that of similar peer transit services in other Los Angeles County cities. This assessment will also include a review of the current contract documents, invoices and monthly management reports submitted by the contractor. Task Outcome: This task will result in a working paper analyzing the current Rosemead services and evaluating their present operations against contract requirements, historical trends and the performance of similar peer systems. Recommendations will be made for service changes, policies and procedures to improve services, increase system efficiencies, lower or contain costs, or improve system administration, management or monitoring. Task 3: Procurement Assistance It is assumed that one recommendation of the service assessment will be that the contract should be rebid through an open, competitive procurement with the objective being to award a new, multi -year management contract. Based on that assumption, this task proposes to assist the City with the organization, development, administration and conduct of that procurement. My proposal makes two additional assumptions: (1) That City Purchasing staff will be responsible for all formal procurement and contract documentation, administration of the procurement process, and satisfaction of City code requirements; and (2) That basic Request for Proposals documents exist in usable electronic form from the prior procurement so that these do not have to be created from scratch. 0 0 TRANWORT9T10N PLANNING R E119LUfiT10N Page 14 of 16 Work under this task falls into three phases: 1. Assistance with Procurement Documents: The consultant will assist City staff to update and clarify the Request for Proposals for the Shopper Shuttle and Dial -A -Ride services with particular attention to the Scope of Work describing the services to be provided. Included in this assistance will be the development of a calendar showing the key events and deadlines in the procurement process. 2. Assist with Procurement Process: The consultant will assist the City in developing a list of prospective bidders for this contract, will advise on the release of the RFP, help organize and conduct the pre -bid conference, assist in responding to questions submitted on the RFP and procurement, and generally advise on the procurement as it proceeds. 3. Conduct Technical Evaluation of Submitted Proposals: The consultant will carry out a technical and cost evaluation of the submitted proposals designed to support the work of a Technical Review Committee comprised of City staff and representatives of peer transit systems. Due to my many relationships with managers in private management companies that may compete on this contract, I will provide technical support to the City, but will not make a recommendation as to which firm should be selected. Deliverable Reports As described, the only formal deliverable report will be a Working Paper presenting the System Assessment conducted under Task 2. This report will be provided to the City in 5 bound copies, 1 unbound copy for local reproduction and an electronic version on CD or transmitted through email. All reports and documentation will be created in Microsoft Office Version 2002 formats. • • 7►2AN4PORT9TION 149NN►NG R EUgLM10111 Page 15 of 16 AN's 3YIII= SCHEDULE OF SERVICES This contract shall be in effect through July 1, 2008. TIVINYPORTfiTIdN P011WIN6 R FIIA[UIITION Page 16 of 16 EXHIBIT C COMPENSATION Fully- loaded, hourly rate for this engagement would be $105.00 per hour with a'' /� rate charge for travel time, but no charge will be billed for auto mileage. I would anticipate that the described scope of services can be completed for no more than $14,000. CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 14th day of May, 2007 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, CA 91770 ( "City ") and 904 E. 6011TN1Ei2 with his principal place of business at 336 Vista Baya, Costa Mesa, CA 92627 ( "Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing technical transit services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such transportation planning and evaluating services as set forth in this Agreement. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional technical transit consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from May 1, 2007 to July 1, 2008, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 0 0 TON4PORTMON DONNING R EMUHTION Page 2 of 16 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 32.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Roy E. Glauthier. 3.2.5 City's Representative. The City hereby designates Brian Saeki, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 11,129NIPORTAlION PLANNING R E99LUNTION Page 3 of 16 3.2.6 Consultant's Representative. Consultant hereby designates Roy E. Glauthier, or his or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 0 0 NfiNVORT9TION PUNNING R EMILUATION Page 4 of 16 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location orthe general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the 0 0 WHOPORTNTION PUNNING R FUNLUNTION Page 5 of 16 Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or forwhich the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 0 0 TMIN4PORTNTION POINNIN6 R EUM9TION Page 6 of 16 . 3.2.10.7 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurerto bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement atthe rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed fourteen thousand dollars ($14,000) without advance written approval of City's representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by . Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of TiMN4PORTAT ►ON PLANNING R EVALUATION Page 7 of 16 this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et sue., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the TRNN4PORT11ITION PLNNNING R EIINLUNTION Page 8 of 16 request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: TRNNYPdRTNTION PLNNNING $ POLIC4 336 Vista Baya Costa Mesa, CA 92627 Attn: Roy E. Glauthier A City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Brian Saeki, Redevelopment Administrator Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, -reuse, or sublicense any.and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared'or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, 0 T12NNMPORTNTION PLNNNING R EUNLUNTION Page 9 of 16 written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the 0 0 TRONYPORT9TION PUNNING R EVOLUMION Page 10 of 16 State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties ortheir agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working T94NIPORTMTION PLANNING R FUgLUHTION Page 11 of 16 solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ROSEMEAD TRfiNrP T9TIdN PLANNING K Pd1101 BY: BY: -VI Andy Lazzaretto Roy E. 120thiers TR#NVPORTfiTION PUNNING 9 FVgIUfiTIdN Page 12 of 16 City Manager Principal Attest By: /LI Nina Castruita City Clerk 10 0 TI NNYP0RTNTION PLNNNING R EIINLUNTION Page 13 of 16 I�/:11 -311 i_1 SCOPE OF SERVICES Task 1: Assistance with Contract Extension The current management and operations contract with Laidlaw Transit Services expires June 30, 2007. The first task under this engagement will be to assist the City with negotiating an extension of this agreement. Task 2: Service Assessment Under this task, the consultant will carry out an assessment of the management, operations, policies and procedures, and performance of the Rosemead Shopper Shuttle and Dial -A -Ride services. The assessment will involve on -site observation of system operations, interviews with contractor management and staff, collection of financial and operating statistics, review of system documentation and policies, and analysis of available reports and service reviews. Statistical performance of these services will analyze common performance indicators for the past three operating years and compare Rosemead's performance against that of similar peer transit services in other Los Angeles County cities. This assessment will also include a review of the current contract documents, invoices and monthly management reports submitted by the contractor. Task Outcome: This task will result in a working paper analyzing the current Rosemead services and evaluating their present operations against contract requirements, historical trends and the performance of similar peer systems. Recommendations will be made for service changes, policies and procedures to improve services, increase system efficiencies, lower or contain costs, or improve system administration, management or monitoring. Task 3: Procurement Assistance It is assumed that one recommendation of the service assessment will be that the contract should be rebid through an open, competitive procurement with the objective being to award a new, multi -year management contract. Based on that assumption, this task proposes to assist the City with the organization, development, administration and conduct of that procurement. My proposal makes two additional assumptions: (1) That City Purchasing staff will be responsible for all formal procurement and contract documentation, administration of the procurement process, and satisfaction of City code requirements; and (2) That basic Request for Proposals documents exist in usable electronic form from the prior procurement so that these do not have to be created from scratch. TUN4PORTNTION PUNNING R EUNLONTION Page 14 of 16 Work under this task falls into three phases: 1. Assistance with Procurement Documents: The consultant will assist City staff to update and clarify the Request for Proposals for the Shopper Shuttle and Dial -A -Ride services with particular attention to the Scope of Work describing the services to be provided. Included in this assistance will be the development of a calendar showing the key events and deadlines in the procurement process. 2. Assist with Procurement Process: The consultant will assist the City in developing a list of prospective bidders for this contract, will advise on the release of the RFP, help organize and conduct the pre -bid conference, assist in responding to questions submitted on the RFP and procurement, and generally advise on the procurement as it proceeds. 3. Conduct Technical Evaluation of Submitted Proposals: The consultant will carry out a technical and cost evaluation of the submitted proposals designed to support the work of a Technical Review Committee comprised of City staff and representatives of peer transit systems. Due to my many relationships with managers in private management companies that may compete on this contract, I will provide technical support to the City, but will not make a recommendation as to which firm should be selected. Deliverable Reports As described, the only formal deliverable report will be a Working Paper presenting the System Assessment conducted under Task 2. This report will be provided to the City in 5 bound copies, 1 unbound copy for local reproduction and an electronic version on CD or transmitted through email. All reports and documentation will be created in Microsoft Office Version 2002 formats. TRNNYPORTNTION PLNNNING R FUNLUNTION Page 15 of 16 EXHIBIT B SCHEDULE OF SERVICES This contract shall be in effect through July 1, 2008. TNNN4PORTNTION PLNNNIN6 R EUNLUNTION Page 16 of 16 EXHIBIT C COMPENSATION Fully- loaded, hourly rate for this engagement would be $105.00 per hour with a '/2 rate charge for travel time, but no charge will be billed for auto mileage. I would anticipate that the described scope of services can be completed for no more than $14,000.