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CC - Item 5D - First Amendment to the Management and Operation Agreement with MV Transportation, Inc. E M F S ° ROSEMEAD CITY COUNCIL CIcA vcP ,)RIDE STAFF REPORT n--- el ,NCORPORATED Ace TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: GLORIA MOLLEDA, CITY MANAGER7d DATE: FEBRUARY 11, 2019 SUBJECT: FIRST AMENDMENT TO THE MANAGEMENT AND OPERATION AGREEMENT WITH MV TRANSPORTATION,INC. SUMMARY The City of Rosemead entered into a one-year agreement with MV Transportation, Inc. on January 1, 2019 to provide transportation service to the City of Rosemead from February 16, 2019 and expiring on February 15, 2020. Knowing that the agreement would soon expire, the Staff began a comprehensive Request for Proposal (RFP) process for Rosemead Transit services and advertised the RFP on November 25, 2019. The proposal submittal deadline was January 7, 2020. The Staff is currently evaluating the received proposals and soon will be coming before the City Council with a recommendation. While the proposals are being evaluated, the City requested a 45-day extension to the current agreement with MV Transportation Services. MV Transportation agreed to the 45-day extension which enables the City of Rosemead to evaluate the submitted proposals and helps with a transition should a different company, other than MV Transportation, Inc, is selected by the City Council. DISCUSSION The current Professional Services Agreement with MV Transportation, Inc., under section 3.1.3 Term states, "[T]he parties may, by mutual written consent, extend the term of this agreement as necessary to complete the Services." Additionally, in the proposed cost formula of the Agreement, it was agreed that the costs in Year Two would be adjusted as follows: • Cost Per Revenue Hour(RVH)year one (12 months) $39.60 •' Cost Per Revenue Hour(RVH)year two (12 months) $42.18 • Monthly Fixed Cost Year One $44,183 • Monthly Fixed Cost Year Two $41,645 AGENDA ITEM 5.D City Council Meeting February 11,2020 Page 2 of 2 In December of 2019, there were 750 hours used for the Fixed Route Service and 380 hours (1,130 total hours) for Dial-a-Ride. Based on those numbers, the agreed to cost of$42.18 for RVH will raise from $44,748 per month to $47,663, which totals an $2,915 increase. However, the Monthly fixed costs will go down from $44,183 to $41,645 which equals a$2,538 reduction. As such,the net cost is an increase of approximately $377 per month. STAFF RECOMMENDATION It is recommended that the Council authorize the City Manager to enter into a First Amendment professional services agreement with MV Transportation, Inc. for 45 days through March 31, 2020. CONCLUSION The current Professional Services Agreement allows the current Agreement to be extended for a period necessary to complete Services. The City of Rosemead and MV Transportation, Inc, mutually agreed to a 45-day amendment which takes their services through March 31, 2020. This allows time to transition a new company should a company other than MV Transportation, Inc is selected by the City Council. FISCAL IMPACT Funds are available from Prop A, account number 215-3040-5740. STRATEGIC PLAN IMPACT Strategy 1. Aggressively pursue Economic Development to enhance local shopping and dining options as well as create jobs. Providing consistent, economical transportation to Rosemead residents enables residents to use services provided by Rosemead businesses as well as provide employees transportation to their jobs. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared by: c01/4y ail, Chris Daste Director of Public Works Attachment A: First Amendment to the Management and Operational Agreement Attachment B: Management and Operation Agreement with MV Transportation, Inc. l& CIVIC PRIDE f/rfiliW ' ORPORATEO 1g59 Attachment A First Amendment to the Management and Operation Agreement of Rosemead Transit System s M CIVIC PRIDE 14'CpRPp"pTEO 109 FIRST AMENDMENT TO MANAGEMENT AND OPERATION OF ROSEMEAD TRANSIT SYSTEM (MV TRANSPORTATION, INC.) AMENDMENT NUMBER 1 This First Amendment to Agreement for Management and Operation of Rosemead Transit System ("First Amendment") is made and effective as set forth below, on February 11, 2020, by and between the City of Rosemead, a municipal organization organized under the laws of the State of California located at 8838 E.Valley Boulevard, Rosemead, CA 91770 ("City") and MV Transportation, Inc. with its principal place of business at 2717 N. Haskell Avenue, Suite 1500, Dallas, Texas 75205 ("Contractor"). The City and Contractor are sometimes referred to herein collectively as the "Parties" and, each individually as a "Party." RECTIALS: 1. The Parties entered into Agreement No. on The term of the Agreement was from the period of February 16, 2019 through February 15, 2020 2. The Parties now desire to amend the Agreement to extend the term for an additional 45 days at the rates provided for in the initial Agreement for Year two of service. The Parties agree to the following changes to the Agreement: SECTION 1. 3.1.3 Term: The term of this Agreement shall be extended from February 16, 2019 through February 15, 2020, to the period of February 16, 2020 through and including March 31, 2020, unless earlier terminated as provided for herein. SECTION 2. Consistent with attached Exhibit A and incorporated herein by this reference, and as included in the Contractor's initial Proposal to the City, the rates that apply during the amended term extension per revenue vehicle hour andin the monthly fixed cost in year two. SECTION 3. All other terms and provision of the initial Agreement remain unchanged. LA#4821-7613-3811 v 1 2/4/20 The below signatories have the legal power, right, and authority to enter into this First Amended Agreement and bind each respective Party. Signed: CITY OF ROSEMEAD MV TRANSPORTATION, INC. By: By: /14A.WIL_A_Ii/ILIIN V6/2020 Gloria Molleda, Date Date City Manager Name: Marie Meisenbach Graul Title: EVP, Chief Financial Officer Attest: [If Corporation, TWO ,SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Ericka Hernandez, Date Approved as to Form: Name: Emily Somerville Rachel Richman, Date Title: Secretary City Attorney LA#4821-7613-3811 v1 2/4/20 EXHIBIT A RATES LA 114821-7613-3811 vl 2/4/24 Lf '% ROSEMEAD TRANSIT COST PROPOSAL FORM, PAGE 2 Proposer's Name: MV Transportation, Inc. PROPOSED COST FORMULA This table auto-fills from Hourly and Fixed Cost Tables. Do not overwrite formulas. COST FORMULA Year One Year Two [12 Months] [12 Months] 1.Cost per RVH $39.60 $42.18 2.Monthly Fixed Cost $44,183 $41,645 Projected Annual RVH 15,610 15,610 3.Annual RVH Cost $618,082 $658,412 4.Annual Fixed Costs $530,197 $499,744 TOTAL COST(3+4) $1,148,279 $1,158,155 This Cost Proposal Form is to be used to submit the proposed contractor's firm cost proposal for all work described In the RFP and Scope of Work.The detailed Cost Breakdowns of the Cost Proposal Form should be consistent with proposed Cost Per Revenue Vehicle Hour and Monthly Fixed Costs. BREAKDOWN OF COST PER REVENUE VEHICLE HOUR COST PER RVH Year One Year Two- BREAKDOWN Driver Wages $24.312 $25.935 Driver Fringe Benefits $8.572 $9.614 Maintenance Parts $1.536 $1.605 Maintenance Supplies $0.127 $0.131 Outside Repairs $0.202 $0.208 Contracted Veh.Cleaning $0.299 $0.308 Interest Expense $0.193 $0.160 Overhead $1.980 $1.687 Management Fee/Profit $2.376 $2.531 (TOTAL COST PER RVH $39.595. $42.179 E M � l � CIVIC PRIDE 'NCoRppp °3 Attachment B Management and Operation Agreement with MV Transportation, Inc. A0 0 0 S E M F 4 c, Pi ccNrAon.srEn,e) PROFESSIONAL SERVICES AGREEMENT MANAGEMENT AND OPERATION OF ROSEMEAD TRANSIT SYSTEM (MV TRANSPORTATION, INC.) 1. PARTIES AND DATE. This Agreement is made and entered into this 1st day of January, 2016 (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 MV Transportation, Inc.with its principal place of business at 2717 N. Haskell Ave., Suite 1500, Dallas, TX 75204 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain transit services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing transit system management and operations 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 Contractor to render such management and operations services for the Rosemead Transit System ("Project"), also referred to as"Services" as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services, Vehicle Acceptance, and Term. 3.1.1 General Scope of Services: Contractor 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 transit system operations and management services necessary for the Project, herein referred to as"Services". The Services are more • MV TRANSPORTATION, INC. Page 2 of 11 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 Vehicle Inspection and Acceptance. City and Contractor shall jointly inspect all vehicles prior to the beginning of the Services to ensure all of the vehicles are in good operating condition and repair and in accordance with the vehicle acceptance standards attached as Exhibit C. All defects identified in the inspections shall be repaired at . City's expense in accordance with Exhibit C. 3.1.3 Term: The term of this Agreement shall be from the February 16,2019 through February 15,2020 unless earlier terminated as provided herein.The parties may, by mutual agreement, extend this Agreement for a period of one year. Contractor 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 Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor: The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor 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 Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor 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. Contractor 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: Contractor shall perform the Services expeditiously, within the term of this Agreement. Contractor represents that ithas the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule,City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor 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 Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. MV TRANSPORTATION, INC. Page 3 of 11 Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City; the City shall not unreasonably deny Contractor's request for substitution. In the event that City and Contractor 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 Contractor at the request of the City. 3.2.5 City's Representative: The City hereby designates the Director of Public Works, 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. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative: Contractor will designate a designee to act as its representative for the performance of this Agreement("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor'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: Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Contractor 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. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, 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. As provided for in the indemnification provisions of this Agreement,Contract 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 Contractor's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Contractor 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. Contractor shall be liable for all MV TRANSPORTATION, INC. Page 4 of 11 violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor 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. 3.2.10 Insurance:Contractor 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: Contactor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services,the Contractor 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. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Two Million Five Hundred Thirteen Thousand Six Hundred Twenty-Eight Dollars ($2,513,850.00) plus the cost of fuel for the full two year term (base year plus option year). Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. Additional compensation maybe made or deducted based on performance related to the Rosemead Transit Service standards identified in the original RFP and Exhibit A of this agreement. 3.3.2 Payment and Compensation: Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At anytime during the term of.this Agreement, City may MV TRANSPORTATION, INC. Page 5 of 11 request that Contractor 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. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Compensation Adjustment. City and Contractor shall negotiate in good faith equitable adjustments to the compensation to be paid to Contractor in this Agreement if Contractor's operating costs increase or revenue decreases as a result of any of the following events: 3.3.5.1 the volume of Services to be performed by Contractor I: increases or decreases by more than ten percent (10%) from the level specified in this Agreement; 3.3.5.2 if any of the assumptions included in Contractor's proposal attached hereto as Exhibit D are proven to be untrue or materially inaccurate; 3.3.5.3 City requests a change to the scope of services of this Agreement to be provided by Contractor, or City requests a change to the vehicles, equipment, and/or facilities to be provided by Contractor; . 3 3.3.5.4 there is an increase in the city, county, state, or federal minimum wage that requires Contractor to increase the wages paid to its employees and/or negatively impacts Contractor's ability to recruit and retain qualified employees for the performance of this Agreement; or 3.3.5.5 a local,state or federal government entity with jurisdiction over Contractor adopts any law, rule, regulation or order which has the effect of increasing Contractor's costs to deliver the Services under this Agreement. Adjustments to the compensation to be paid to Contractor shall be applied retroactively to the first day that Contractor's costs were impacted. Contractor shall provide written notice to the City promptly after Contractor's costs are impacted or an event occurs that Contractor determines in good faith will result in a cost impact. if the Parties are unable to agree on equitable adjustments to Contractor's pricing within thirty (30) days of Contractor's written notice, then either Party may terminate this Agreement upon 90 days' prior written notice to the other Party. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor 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. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the MV TRANSPORTATION,INC. Page 6 of 11 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 Contractor,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least sixty (60) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City as well as Contractor's reasonable close-out costs, and Contractor shall be entitled to no further compensation. Contractor 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 Contract to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor 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: CONTRACTOR: MV Transportation, Inc. 2717 N. Haskell Ave, Suite 1500 Dallas, TX 75205 Attn: Legal Department Phone: (972) 391-4600 CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Director of Public Works Phone: (626) 569-2150 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 MV TRANSPORTATION, INC. Page 7of11 • 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 Contractor specifically for City under this Agreement("Documents& Data"). For the avoidance of doubt, Documents&Data shall not include(i) information,data, and materials produced for Contractor's business solely and(ii) software and computer programs licensed by Contractor or otherwise provided by Contractor for the performance of the services. Contractor 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. Contractor represents and warrants that Contractor has the legal right to license any and all Documents.& Data. Contractor makes no such representation and warranty in regard to Documents &Data which were prepared by design professionals other than Contractor or provided to Contractor 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 Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not,without the prior written consent of City, be used by Contractor 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 Contractor which is otherwise known to Contractor or is generally known,or has become known,to the related industry shall be deemed confidential. Contractor 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 1. the losing party reasonable attorney's fees and all other costs of such action. 3i MV TRANSPORTATION, INC. Page 8 of 11 • 3.5.6 Indemnification:To the fullest extent permitted by law, Contractor 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 Contractor, its officials,officers,employees, agents, and Contractors arising out of or in connection with the performance of the Contractor's Services, including without limitation the payment of all consequential damages expert witness fees, and attorneys fees and other related costs and expenses, including the ► City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the agency. Contractor shall defend,at Contractor'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. Contractor 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 Contractor shall reimburse City and its directors,officials, officers,employees,agents,andfor volunteers,for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor'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 Contractors: City reserves right to employ other Contractors 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: Contractor 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 MV TRANSPORTATION, INC. Page 9 of 11 days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor,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: Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor,to solicit or secure this Agreement. Further,Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file,or shall cause its employees or subcontractors 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 Force Majeure. Neither party shall be deemed to be in breach of this Agreement or subject to liquidated damages by reason of a failure to perform any of its obligations hereunder to the extent that such failure is caused by strike or labor disputes, unavailability of materials or utilities, riots, rebellion,terrorist attack, insurrection, invasion, war,action or interference of governmental authorities(other than City),acts of God, or any other cause whether similar or dissimilar to the foregoing which is reasonably beyond the control of the parties (collectively "Force Majeure Event"). If either party claims the occurrence of a Force Majeure Event,such party must give 5 days'notice from the claimed force majeure event to the other of the existence of such Force Majeure Event, the nature and extent thereof,the obligation hereunder affected thereby and the actions to be taken to abate or terminate such event. Failure to provide notice shall waive any right to allege Force Majeure as to that claimed occurrence. In no event shall the failure to pay any amount(or MV TRANSPORTATION, INC. Page 10 of 11 have the ability to pay any amount) be deemed a Force Majeure Event under this Agreement. 3.5.20 Equal Opportunity Employment:. Contractor 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. Contractor 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. 3.5.21 Labor Certification: By its signature hereunder,Contractor 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. 3.5.22 Authority to Enter Agreement: Contractor 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. 3.5.23 Counterparts: This Agreement may be signed in counterparts,each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Contractor 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] MV TRANSPORTATION,INC. Page 11 of 11 CITY OF ROSEMEAD MV TRANSPORtATION, INC. Gloria Molleaa, City Manager „,,a1V ,,.-,---- - Tom Egaric. Kr4siclentiO06 Date; February 15,2019 Date: February 15, 2019 , . :4-17..c,.o9,p OR47-6,-...-, Attest: ''.. SEAL .f.:::. . DECEMBER 16, : g ,./11 ' I/ .._V65-- . "..„„ '...,,::•' „4” City Clerk ----- Date ..,..., ..., '''''",,,,,,, 14.00,"''''''' [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By: 101/4kil Date; February 15,2019 , • 1 e Rachel H. Richman Date 1. City Attorney Title: *1;1- MV TRANSPORTATION, INC. • EXHIBIT A SCOPE OF SERVICES ENCUMBERS CITY ISSUED REQUEST FOR PROPOSAL DOCUMENTS AND CONTRACTOR'S PROPOSAL FOR SERVICES SERVICE STANDARDS CONTRACTOR shall strive at all times to provide service in a manner that will increase system productivity while achieving or surpassing customer service expectations. Recognizing that the goals of productivity and customer service levels may conflict, the following standards are intended to be reasonably attainable by CONTRACTOR,fair to the customer, and consistent with CITY expectations. At the option of the CITY, CITY may enforce the penalties indicated for substandard performance. Failure to enforce any penalty for any such substandard performance shall not serve to invalidate said criteria nor preclude future enforcement of that penalty.CITY agrees that the incentives and penalties related to Criteria 1 and 2—Service Productivity and Dial-A-Ride On-Time Performance—will not be enforced for the first 180 days of this Agreement. CONTRACTOR and CITY shall periodically meet to evaluate performance of the system based upon these standards. If the standards are not fulfilling their intended purpose, they shall be adjusted based upon recommendations made by CONTRACTOR with concurrence and final decision by CITY. Should it be found that CONTRACTOR'S performance has contributed to CONTRACTOR'S failure to achieve these standards. Rosemead Transit Service Standards Performance Criteria Standard Incentive Penalty 25. 1. Service Dial-A-Ride: 2.4 Productivity Passenger Trips per Dial-A-Ride: $200 per , Dial-A-Ride: $200 per Revenue Vehicle Hour month for each 0.1 month for each 0.1 Rosemead Explorer: above 2,5 trips/RVH below 2.3 trips/RVH • 13.0 Passenger Trips Explorer: $200 per Explorer: $200 per per Revenue Vehicle month if avg. 14.0 or month if avg. 12.5 or higher less Hour _ 2.Dial-A-Ride On-Time $200 for each month $200 for each month Performance 95%or better that performance is that performance is 97% or higher less than 95%. 3. Dial-A-Ride: Failure $100 per incident of to wait a minimum of 90 Zero(0) occurrences None failing to wait at least seconds after on-time vehicle arrival. 90 seconds. 4. Dial-A-Ride: Missed Zero(0) occurrences None $100 per incident Trip A-1 1 MV TRANSPORTATION, INC. [Arrival at pick-up location more than 60 minutes after the scheduled time or not at all] 5. Telephone Hold 90% of all calls shall Times be answered in less $100 per month if than 3 minutes $200 for each month 70.1%to 80% of all that at least 95% of calls answered in 3 100%of all calls shall all calls are answered min.; $200 if 70% or be answered in 5 within 3 minutes less answered in 3 minutes or less min 5.Vehicle Cleanliness As defined in SOW None • $100 per day, per vehicle not clean 6. Driver Uniform As defined in SOW None $100 per incident 7. Monthly $200 for each month Management Report that reporting is Submission As defined in SOW None submitted late, incomplete or with incorrect data 8. Customer No more than 3 per $100 for each verified Complaints month None complaint received over 3 in a month CONTRACTOR shall take all reasonable actions requested by CITY to correct deficiencies in performance. Should deficiencies persist, CITY may take whatever additional action is necessitated by the circumstances and provided for in the AGREEMENT of which this Scope of Work is a part. In the event that an incentive or penalty associated with a Performance Criteria is achieved or levied for six (6) consecutive months, the CITY may meet with the CONTRACTOR and adjust the incentive or penalty thresholds as appropriate to ensure the effectiveness of the criteria. I. A-2 1 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor 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. Contractor 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 $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury,and property damage.The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 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 than $10,000,000 combined single limit for each accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. With respect to the vehicles to be used under the terms of this Contract, Contractor shall maintain in full force and effect insurance covering vehicles against physical damage from comprehensive and collision, in an amount equal to the vehicles' actual cash value. The Contractor is allowed to self-insure this coverage. The City will provide/auto physical damage coverage for city owned vehicles. 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)Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: A drop down feature that will recognize erosion of primary limits and will apply excess of the eroded or exhausted primary limits; Pay on behalf of wording as opposed to B-1 reimbursement; Concurrency of effective dates with primary policies; and Policies shall "follow form"to the underlying primary policies. Insureds under primary policies shall also • be insureds under the umbrella or excess policies. • Sexual abuse/molestation insurance. Contractor shall procure and maintain Sexual Abuse/Molestation Liability coverage with limits of not less than$2,000,000 per occurrence and $4,000,000 general aggregate. . Coverage may be provided as part of Commercial General Liability coverage, Professional Liability coverage, or as a separate policy. 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 Contractor.Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor 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, or equivalent. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor 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 Contractor 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. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or B-2 • reduction of discovery period) that may affect City's protection without City's prior written consent. 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 Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event the Contractor fails to secure or maintain proper insurance during the term of the contract,the City has the right to cancel the contract. 8. Contractor shall provide 30 days' notice to City of any cancellation of coverage. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor orany 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.Contractor, at Contractor's sole discretion, shall establish the insurance coverages required from each Subcontractor. Contractor shall endeavor to have the each Subcontractor include the City as an additional insured on the Subcontractor's liability policies and to include a waiver of subrogation where possible. 11.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 Contractor ninety(90)days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. 12.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. 13.Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor 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. B-3 14.Contractor 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. 15.Contractor 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 Contractor'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. 16.The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17.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. 18.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. 19.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. 20.Contractor 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 Contractor 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. B-4 Illi Contractor agrees to provide immediate notice to City of any claim or loss against Contractor 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. • I I ' 31 l 3 B-5 EXHIBIT C VEHICLE ACCEPTANCE STANDARDS Prior to acceptance of any vehicle by Contractor, a detailed inspection will take place at least 30 days prior and a final inspection 15 days prior to start-up with representatives of the Contractor and City agreeing upon damage and wear. City and Contractor agree that vehicles will be delivered to Contractor in good condition and with each vehicle meeting or exceeding the following specifications for the first 30 days of vehicle acceptance by Contractor: 1. Vehicle body and all attachments thereto will be free of dents and scratches in excess of I" in length.All body parts shall be properly attached to vehicle chassis and free of rust. 2. Exterior paint and decals shall be free from scrapes, scratches in excess of I" in length, rust and tar. All decals shall be properly applied and free from.peeling. 3. Vehicle tires shall be of proper load range for the vehicle and be of a type equivalent to that originally supplied by the manufacturer.All tires shall of the samemanufacturer and model.All tires will be free from side wall damage,shall have a minimum of 8/32 inch tread depth on front tires and a minimum of 6/32 inch tread depth on rear tires and shall be free from damage due to improper alignment or balancing or curb damage. 4. Vehicles shall contain a spare tire and wheel meeting the standards of paragraph 3 above if the vehicle was so equipped when purchased by City. 5. Vehicle destination signs, if vehicles are so equipped, shall have all current route indicators and shall be in proper working order. 6. All vehicle lights shall be in working order. 7. All decals or painting identifying the vehicle with a prior contractor or other operator shall be removed prior to delivery and all paint damage from said removal shall be properly repaired. 8. All vehicle doors and windows shall be in proper operating condition and properly sealed against the entry of fumes or water. 9. All components of the emission control and exhaust system shall be free from leaks, rust and be in proper operating condition to include inspection on Diesel Emission Control Systems(DECS) Diesel Particulate Filters.An opacity test will be performed during the turn over inspection process.Vehicles which do not pass will need to be repaired and retested prior to acceptance.Vehicles shall have current state emission certification,if so required. �. 10. Vehicle engine shall be in proper operating condition. Proper condition shall be established through oil analysis and compression testing. If engine has been rebuilt, City C-1 shall supply documentation of rebuilder and assure Contractor that engine rebuild meets manufacturer's specifications. 11. Vehicle transmission shall be in proper operating condition, free from leaks, bad gears or slippage. If transmission hasbeen rebuilt, City shall supply documentation of rebuilder and assure Contractor that transmission rebuild meets manufacturer's specifications. 12. Vehicle electrical system shall be in proper operating condition. Alternator shall be supplying specified output and battery(ies)shall fall within manufacturers'specifications for output and specific gravity.All vehicle wiring shall be free from fraying and shall be properly loomed and attached to the vehicle in such a way as to prevent fraying.Any alterations to wiring not completed by vehicle manufacturer shall be performed so as to not overload any circuit and not to cause any short circuit. 13. All heaters and air conditioners shall be free from leaks and shall perform to the manufacturers' specifications. 14. All brake linings, drums and rotors shall meet manufacturers' specifications and shall have at least 50% life remaining as measured in 3/32nds of an inch. All wheel cylinders and brake lines shall be free from leaks.All brake parts shall be in proper repair. 15. Vehicle radios, antennas and all other communications devices shall be in proper I�I working order and mounted so as to not constitute a safety hazard. 16. The wheelchair lift shall meet all current state requirements and be in proper working condition. All wheelchair tiedowns and other securement equipment shall be in good condition and not be frayed or worn so as to constitute a safety hazard. Wheelchair lift interlocks, if so equipped, shall be in proper operating condition and meet state requirements. 17. Vehicles shall be equipped with a fire extinguisher with current tag,a complete first aid kit,full and complete safety triangle kit and all other safety equipment required by law. 18. All passenger seats and all other interior surfaces shall be cleaned and free from stains, tears and graffiti. Seats shall be properly secured to the vehicle with the proper grade of securement device. 19. Vehicles shall have a current preventive maintenance inspection including oil and filter change,transmission service, etc., in accordance with the requirements of Contractor in this Agreement and state requirements. 20. Vehicles will have all current required state inspection and registration certificates,if required. 21. City will provide a copy of most recent DOT and/or state inspection results. 22. Vehicles will be cleaned to the standards of this Agreement and shall be completely fueled. All other fluid levels shall meet manufacturers' requirements. C-2 4 22. All vehicle repair and inspection records shall be delivered with the vehicles. 23. All glass shall be free from chips, scratches and cracks. 24. All suspension and steering components shall be within the manufacturer's wear limits specifications and free from cracks and leaks. 25. All other items not specifically listed herein shall be in serviceable condition meeting generally accepted standards and practices of the public transportation industry and meeting all requirements of the state and federal government and all requirements contained in this Agreement. In order to ensure compliance with the above requirements, the following procedures will be used by City and Contractor: At a place and time mutually agreed to by City and Contractor, which shall occur approximately 30 & 15 days prior to the start of service by Contractor under this Agreement, City and Contractor, shall jointly inspect the vehicles to be provided by City to Contractor. During such inspection, defects to vehicles shall be noted. After the initial inspection, City shall ensure that all defects noted are repaired prior to Contractor starting service under the terms of this Agreement. Upon delivery of the vehicles to Contractor, City and Contractor will conduct a final inspection of the vehicles to ensure that items noted in the preliminary inspection were completed and that all vehicles are in compliance with this Exhibit. In the event the final inspection reveals defects in the vehicles as specified in this Exhibit, then City will have these items repaired or authorize Contractor to repair the items at the rate of $75.00 per hour of labor, plus parts I materials I supplies and third-party repairs at a rate 15%above Contractor's cost as required to repair defects. If necessary, additional maintenance personnel will be brought in to assist with completing repairs,with all travel, meal and lodging expenses of such personnel paid by City. C-3 EXHIBIT D CONTRACTOR'S PROPOSAL II C-1 :3 y MV Transportation,Inc January 4,2019 Ray Alfonso Director of Public Works City of Rosemead 8838 E. Valley Road Rosemead, CA 91770 RE: Inquiry Request-Operation of Rosemead Transit Dear Mr. Alfonso: Thank you for reaching out to me to discuss the current state of the City's transit system. Based on our initial and follow-up discussions, MV Transportation, Inc. (MV) has prepared preliminary pricing for the operation of the City's transit system comprised of turnkey management and operations of the City Dial-a-Ride and Explorer services for a period of two years(one base year and one option year). Contained herein you will find an overview of the firm, our operating plan, a description of the operating facility, the organizational chart for the engagement, and our proposed price. It is important to note that MV has based its pricing on certain assumptions, which we have outlined herein; we would like to discuss with the City in more detail at the appropriate time. Should the City require any further additional information, please do not hesitate to contact me at any time. Judie Smith is your primary contact and is authorized to make representations for MV Transportation, Inc., including all its subsidiaries,joint ventures, partnerships, and affiliates (the bidding entity). She can be reached any time of day at(310) 625-1628 or by email at jsmithArnvtransit.com. Additionally, I will serve as your secondary contact; I can be reached at(623) 340-3209 and by email at joe.escobedo@mvtransit.com. Thank you for your ongoing consideration of MV Transportation, Inc. We look forward to working with you. Best regards, Joe EOcobedo Senior Vice President 479 MASON STREET I SUITE 221 I VACAVILLE,CA 95688 OPERATION OF ROSEMEAD TRANIST D a 1 • • • About MV Transportation MV Transportation, Inc. was founded in 1975, in the San Francisco Bay. The owners • and founders, Feysan and Alex Lodde, • • formed an agreement with the City of San • Francisco to provide transportation to • persons with disabilities. �.- • The Loddes acquired three vans and pioneered transportation of persons with disabilitiesin the Bay Area 15 years in .„.w • advance of the historic passing of the • American with Disabilities Act into law in .. • 1990. Over the next two decades, the ~"° company grew from a local company to a national multimodal transportation provider. Co-founder Feysan Lodde in 1975. : In total, MV Transportation, Inc. and its subsidiaries have been providing transportation services for 62 years. • "MV is a true American success story. Through dedication to our passengers, our • clients, and our employees, MV has grown to be the largest United States-owned transportation management company in the nation. Our people and our dedication to serve truly make us different." — Feysan Lodde, Founder Today, the company remains the nation's largest American-owned passenger transportation company. The MV name represents MV Transportation, Inc. and its affiliates,which include MV Public Transportation, Inc., MV Contract Transportation, Inc.; Wil MVT Canadian Bus, Inc.; and Reliant Transportation, Inc. : Company Size and Statistics (as of December 2018) Number of Employees: 19,299 Number of Vehicles: 11,000 • 2017 Revenue: $1,322,282,000 Number of Contracts: 237 Number of Locations: 208(29 states and Washington D.C.; 2 Canadian Provinces) • Legal Status: MV Transportation, Inc. is a C corporation and was incorporated in the State of California in 1978. • • • a a a g a MV TRANSPORTATION, INC. 2 OPERATION OF ROSEMEAD TRANIST o ' k ana emelt Philosophy MV operates under a guiding management philosophy that service quality need not have a direct relationship to operating cost, and instead is derived by a positive work environment where proactive employee relations and professional development are encouraged. Passenger transportation is a people-focused business, and excellence is achieved when qualified employees have the training and support resources to perform their jobs safely and professionally. Further, a well-trained,well-organized staff will realize great operational efficiencies that can contain costs and deliver effective • alternative options to MV's customers, without reducing service or sacrificing quality. NV's Approach to Similar Projects MV's approach offers effective solutions to a variety of `�" U` `" V4WWFWOOZ3 clients in a manner that maximizes resources and pyp 7(j x '% n refio >>S�ticv7�r. *- 0. controls costs. In Los Angeles, this is frequently f i ,geg* 7 ° "g � � �^' � � lf�achieved though leveraged facilities and staffing—an iWatrd approach that contains costs while ensuring that each '` i t 1 oro✓�� f service is operated using qualified and professionally "r,zig,%l��;� � e° " r ° trained personnel. A° 4;"43rd'l�'az ' I • Throughout its history, the company has remained 0 j steadfast on promoting diversity within its operations; d IND Al� p_ a tj� " ! 14 �¢Ir kir M '�"`r l ,jr t f lu the company currently operates services of varying � ��i;���,���- �r�,� ���a�',f ���� ��i����+�d°� I m � � �ytvaa size and scope—from two bus operations to 200 bus it ��r�, 2m, operations. MV's reputation for excellence across the ; , ,t,. g?; it industry lies in its ability to meet the transit needs of • an extensive and diverse customer base. m Paratransit and Demand Service: MV manages more than 130 contracts operating demand-based transportation services programs across North America, serving diverse metropolitan areas such as Los Angeles, Baltimore, New York, and • Vancouver. a Fixed Route Service: MV operates more than 140 contracts in North America with fixed route, flex route, commuter bus, and shuttle components. Within the Southern California/greater Los Angeles Metropolitan area alone, MV operates more than 700 fixed route transit buses. MV provides more service than any other contractor on behalf of the Los Angeles Department of Transportation (LADOT), This Los Angeles presence creates optimal availability of cross-trained staff, ready to serve as replacement staff as needed. * i O I a * ■ a w MV TRANSPORTATION, INC. 3 OPERATION OF ROSEMEAD TRANIST ® Fleet Maintenance:Approximately 80 percent of MV's contracts, and nearly all contracts where MV operates more than 50 buses, require that the company manage and maintain fleet maintenance operations. The company's maintenanceprogram is based on industry best practices to protect and extend the life of the transit fleets it operates, • Transportation Technologies and Intelligent Transportation Systems: MV surpasses its competition in the management of ITS programs.The company is experienced in the implementation and use of nearly all transit technologies available to public transit systems. Over the past decade,the company's development and use of state-of-the-art software has reinforced the company's position as a transit technology leader. Organizational Resources, Expertise, and Primary i B usiness ✓ , • Transportation is MV's primary business, and MV commits a significant investment in the • corporate resources provided to each of its operations. More than 100 employees in • centralized corporate departments(operations, maintenance, information technology, safety, risk management, human resources, payroll, accounting, and legal) provide support services to MV's local teams. This approach reduces costs and places highly experienced personnel near the local area to assist as needed. Unriv.iled Local Support As the largest provider of fixed route and paratransit services in California, MV brings significant experience and access to professional support, With more than .. �,,,,,� 09: • 20 locations in the Los Angeles area and 70 contracts within the State of ""' "'"'' YAr California, MV can provide additional _ labor, equipment, and supplies to the Un..,th service as needed. Located at 7209 East Rosecrans Avenue, Paramount, MV Contract Locations , California, MV's operating location is 15 miles from the Rosemead City limit. The key to MV's proposal is a superior staff and support team. MV is proud to offer a • highly experienced team to work in partnership with the City to ensure that service runs smoothly and that the City's investment in new vehicles is protected. Led by MV's Southern California regional vice president, Judie Smith, MV's regional management 4 . . . . o MV TRANSPORTATION, INC. 4 { OPERATION OF ROSEMEAD TRANIST ° personnel are available to the local team in person, via telephone, and by email to • ensure MV is living up to the promises made in this proposal. Finally, MV's centralized ° support approach allows the local team to focus on service, rather than administrative w functions. MV's proposal contemplates operating service from its existing location in nearby Paramount. MV's Paramount facility offers a fully-staffed operation —including the street supervision and operations management personnel to provide necessary support for the services. Additionally, MV will leverage its existing management team to oversee this project, offering an exceptional blend of operational experience and cost efficiency: • ® Project/Safety Training Manager, Kay Kindle, brings 30 years' experience in • transportation management In the greater Los Angeles area to the City services. Kay is a hands-on manager whose expertise will ensure excellent customer service, safety, and response time. ° 0 General Manager(Paramount,California), Stephen Allan, brings more than 30 ® years of management experience to the City. He is onsite during all hours of service and will be available to support Kay Kindle as needed. a , m Operations Supervisor, Lupe Flores, brings 20 years of transportation experience to the City and currently maintains daily oversight for 145 employees at MV's ° Paramount location. Maintenance Manager, Martin Camargo, brings more than 15 years of Southern California transportation maintenance experience to the City. He will apply this s i expertise to the upkeep and maintenance of the City fleet, ensuring preventive maintenance inspections are completed on-time and all safety issues identified by p . the operators are immediately addressed. • Regional Vice President,Judie Smith,will provide corporate support and is a 28- ' year veteran of public transportation. She will lend support to the local team, lead transition efforts, and ensure the City is receiving unrivaled service. Judie Smith will conduct quarterly evaluations of the service with the City to ensure MV is living up to expectations. MV will also provide additional corporate support through regional personnel who are experts in the areas of safety, maintenance, and accounting. a a a a n OSIOD MV TRANSPORTATION, INC. 5 OPERATION OF ROSEMEAD TRANIST Staffing Orkanozat on Chart J�zJ,,�/ / �s/f J ;nNY w qtroorr fig/ f � z�r � �� ArtY . 10 i G , 4 Ftiria ` � " '1 rs A:17 4 ,7 � fIAu n ` 1A4 ' M1 1,. v � 10,144POk,14,,I 1i�N ' II ijar i l ,_:'_i d IIIIf rl� Via I�,,rh 151400047' _ AFL *Denotes leveraged personnel resulting in savings for the City in the management of the system. I • Operations and ililainte ante Faci ty MV will base operations, dispatching,training, maintenance, cleaning, and vehicle storage from its facility located at 7209 East Rosecrans Avenue in Paramount, CA. This facility provides 4,000 square feet of indoor space(with concrete flooring)to Epp perform all vehicle maintenance with two drive-through service bays, providing four stations from which maintenance can be performed. The facility has an appropriate ANSI-approved hydraulic lift capable of fully lifting the heaviest service vehicles six feet above the ground for maintenance purposes. The maintenance area is fully enclosed and able to withstand the weight of a Type C transit vehicle. This facility includes a bus wash and a secured storage area for tools, equipment, and parts. The yard is situated on two acres of paved outdoor vehicle storage space; the area is securely fenced and well lit, Additionally, this facility provides approximately 1,500 square feet of operations space with five offices and five workstations, dispatch office, operator break area, and one training room. This facility is currently leased by MV, a i R A 5 5 5 MV TRANSPORTATION , INC. 6 OPERATION OF ROSEMEAD TRANIST I o s L 4 ,wr44,.... .4.4,,,,,,,,,....,...4i,„757; . vii • ' . MY . M0� k o se u pY Y' PYlnn. 4,�y 6 A RAI.,,,,. S 4 d r L 149,140,,44/0.. 41'044,46011A,,Irt,,cll..0,,t, ' ',,^ ', P,,ii,,I,V,04,'4,4 .. 6 b a t4. .w �� •_�IJ f 4V 1. p I� Iy r eR , "y1'. �1 ; '� I u. ` I "A IFfir., /,'1 4...cfrtAxt.A.1, .*,..py.04,4,.. .,r, .1. J I WpN,WWYppp:::, p G '� ., `l 1 II,I -:l' ill I 1 IIW q ' 6 I a q V"y II ,r^5 , ;�,,,„,��77ryry,, c - �.G I�, H. .4`G f . it 4,a+'zip '0 I +1 01, e Y- a .G . ,,, w `� - , �,411110 - - A 6 6 I n p Contractual and Pricing Assumptions 6 • Assumptions regarding a resulting contract include the following: ® MV's pricing is,based on a 2-year term comprising one base year with one mutually ® acceptable option year. • • MV reserves the right to adjust its price to the City if the City adjusts projected Et., revenue vehicle hours in excess of 10 percent(increase or decrease). MV assumed 15,610 annual revenue vehicle hours (6,510 for Dial-A-Ride services and 9,100 for Explorer services) and 233,507 total miles. 9 MV reserves the right to review and provide feedback on a resulting contract and to negotiate in good faith with the City to reach a mutually acceptable agreement. 0 0 MV reserves the right to reprice these services during the negotiation process and as additional information and/or clarifications are obtained. 6 6 w w ■ a 6 I, o 6 e 6 0 MV TRANSPORTATION. INC. 7 OPERATiON OF ROSEMEAD TRANIST • Assumptions regarding MV's price include the following: • • MV's revenue vehicle hour definition is based on the below definition provided by the • City: • For Rosemead's fixed route services, a revenue vehicle hour shall be defined as any sixty-minute increment of time, or portion thereof, that a vehicle is in revenue service, including layover/recovery time but excluding deadhead, training • operators prior to revenue service and road tests. ° • • For the Rosemead Dial-A-Ride service, a revenue vehicle hour shall be defined • • as any sixty-minute increment of time, or portion thereof, that a vehicle is available for passenger transport within the established hours of service. A vehicle is available for passenger transport from the time it arrives at its first pick- up ickup address and ends when it has completed its last passenger drop-off and is released from service by the dispatcher. If the first scheduled pick-up is a no- show, the vehicle arrival time at that stop shall still be used for computation of revenue vehicle hours, however, this rule shall not apply to late trip cancellations. Revenue vehicle hours are also known as "vehicle revenue hours"and"vehicle • service hours." Revenue vehicle revenue hours, for both services, shall exclude ° • any meal breaks, service breaks, mechanical breakdowns and time a vehicle is • • down due to an accident. • MV assumed an average driver seniority of 4.7 years in year one (base year) and 5.0 years in year two (option year). MV did not receive information on the incumbent workforce,so may need to adjust its price when information is provided. •• • • MV assumed the City will reimburse for fuel supplied by MV for use in the City- • provided revenue vehicles. • MV assumed the City will honor the previously stated 180-day waiver of any ma penalties and incentives from the start of the agreement for both Criteria 1 (Service I!I Productivity) and Criteria 2(Dial-A-Ride On-Time Performance) of the Rosemead • Transit Service Standards table contained in its original RFP. • MV shall be entitled to compensation for Special Services beyond the established maximum obligation for such services at the normal rate per revenue vehicle hour specified in the agreement. • • MV's current price does not account for any fuel tax credits at this time given the timeline to complete its Initial pricing. MV will update its pricing for the City once we have the relevant information in hand which will in effect lower the overall cost to • operate the service. gi • MV assumed the City would be agreeable to the following language change regarding vehicle Physical Damage Insurance based on MV's certification with the State of California as a self-insured contractor based on its financial viability: 4 MV TRANSPORTATION. INC. 8 OPERATION OF ROSEMEAD TRANIST ° Original language in RFP: 2. Insurance,3. Coverage, (c)Vehicle Physical Damage. With respect to the vehicles to be used under the terms of this Contract, CONTRACTOR shall maintain in full force and effect insurance covering vehicles against physical ro damage from comprehensive and collision, in an amount equal to the vehicles' actual cash value. Any deductible shall not exceed Ten Thousand Dollars($10,000.00) Per Incident, must be stated in writing to the CITY and shall be the sole responsibility of the ® CONTRACTOR. Proposed language change: With respect to the vehicles to be used under the terms of this Contract, CONTRACTOR shall maintain in full force and effect insurance covering vehicles against physical damage while in the care, custody, or control of CONTRACTOR, in an amount equal to the vehicles' actual cash value. CONTRACTOR is allowed to self-insure this coverage. • items to be provided by City and MV Items to be provided by the City: o City will provide all hardware and software technology required for the Explorer fixed route service to include GPS tracking. ® City will provide at no cost to MV a total of five (5) propane-fueled revenue vehicles along with fareboxes and vaults to include three (3)Type C Starcraft Allstar Buses and two (2)Type B Starcraft Allstar Buses. a ® The City will be responsible for vehicle registration and licensing of the revenue fleet. The City will provide Seon or similar type on-board camera system in each of the revenue vehicles at no cost to MV. Items to be provided by MV: MV will provide Trapeze software for use on the Dial-A-Ride service. MV will provide tablets in each of the Dial-A-Ride revenue vehicles. MV will provide two-way radios for use by vehicle operators and dispatch. ® MV will equip each revenue vehicle with Mobileye and DriveCam camera systems. \MV will provide two used relief vehicles. MV will provide translation services along with secret shopper services. ° ® b a R a MV TRANSPORTATION, INC. 9 ROSEMEAD TRANSIT COST PROPOSAL FORM, PAGE 2 Proposer's Name: MV Transportation, Inc. PROPOSED COST FORMULA This table auto-fills from Hourly and Fixed Cost Tables. Do not overwrite formulas. COST FORMULA Year One Year Two :112 Mcitithij 1.Cost per RVH $39.60 $42.18 2.Monthly Fixed Cost $44,183 $41,645 Projected Annual RVH 15,610 15,610 3.Annual RVH Cost $618,082 $658,412 4.Annual Fixed Costs $530,197 $499,744 'TOTAL COST(3+4) $1,148,279 $1,158,155 This Cost Proposal Form is to be used to submit the proposed contractor's firm cost proposal for all work described in the RFP and Scope of Work.The detailed Cost Breakdowns of the Cost Proposal Form should be consistent with proposed Cost Per Revenue Vehicle Hour and Monthly Fixed Costs. BREAKDOWN OF COST PER REVENUE VEHICLE HOUR Year One COST PER RVH BREAKDOWN , • !7,1!:75! •:i 7 7: Driver Wages $24.312 $25.935 Driver Fringe Benefits $8.572 $9.614 Maintenance Parts $1.536 $1.605 Maintenance Supplies $0.127 $0.131 Outside Repairs $0.202 $0.208 Contracted Veh.Cleaning $0.299 $0.308 Interest Expense $0.193 $0.160 Overhead $1.980 $1.667 Management Fee/Profit $2.376 $2.531 TOTAL COST PER RVH $39.595 $42.179 ROSEMEAD TRANSIT COST PROPOSAL FORM, PAGE 3 Proposer's Name: MV Transportation, Inc. BREAKDOWN OF MONTHLY FIXED COSTS (Note:Costs shown are to be the average monthly fixed costs by category) MONTHLY Y FIXED COST . BREAKDOWN Y�ar.One._; ...: ;: >a:,'.:.: . YearTwo, :?.•.: '.: .:.`::::: Project Manager Salary $ 883.57 $ 905.66 Project Manager Fringe $ 110.94 $ 114.32 Maintenance Mgr Salary $ 400.49 $ 410.50 Maint.Mgr Fringe $ 76.77 $ 78.89 Operation Supervisor Salary $ 5,248.39 $ 5,791.86 Operation Supervisor Fringe $ 988.26 $ 1,088.84 Dispatch Staff Wages $ 5,248.39 $ 5,791.86 Dispatch Staff Fringe $ 988.26 $ 1,088:84 Maintenance Staff Wages 5 4,270.14 $ 4,442.89 Maintenance Staff Fringe $ 984.42 $ 1,066.40 Other Wages(Specify) $ - $ - Other Fringe(Specify) $ - $ - HiringfTralning $ 862.02 $ 887.88 Safety $ 466.83 $ 475.77 Uniforms $ 154.48 $ 159.12 Non-Revenue Vehicles $ 1,175.09 $ 1,202:25 Facility Lease/Rent Costs $ 3,812.73 $ 3,931.77 Janitorial S. - $ - Telephone $ 767.09 $ 790.11 Utilities $ 466.48 $ 480.48 Office Supplies $ 295.82 $ 304.69 • t Accounting INSURANCE: .. General Liability Automobile Liability 5 733.11 $ 733.11 Collision/Comprehensive $ 2,345.95 $ 2,365.50 Workers Compensation Computer Hardware $ 210.13 $ 210.13 Computer Software $ 4,410.49 $ 4,542.81 On-Board Camera Costs $ $ - Fareboxes } Radio's $ 420.00 $ 427.20 SystemNehicie Technology Business License/Taxes _$ 31.17 $ 32.10 Start Up Costs $ 3,756.99 $ - Interest Expense $ 214.91 $ 157.81 Overhead $ 2,209.15 $ 1,665.81 Management Fee/Profit $ 2,650.99 $ 2,498.71 3 TOTAL MONTHLY FIXED COSTS 44,183.08 $ 41,645.30S [Note:Listing of typical cost items on this provided form does not require Contractor to provide this position, utility or service.] ESTIMATED ANNUAL FUEL COST Yèár.One • Two ••••:•:':•••:. •1'; Projected Total Vehicle Miles 234,595 234,595 Estimated Annual Fuel Cost 102,175.64 $ 105,240.81 Assumed Cost/Gal Gasoline 2,500 $ 2.575 'U DATE(MM(DDIYYYY} , AC PR® CERTIFICATE OF LIABILITY INSURANCE 01/29/2019 THIS CERTIFICATE IS 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(les)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 McGriff,Selbels&Williams of Oregon PHONE Fit 503 943 8621 503-943-6622 1800 SW First Avenue,Suite 400 AIC�NL.Ext}: INC,No): 7 Portland,OR 97201 ADDRESS: INSURER(S)AFFORDING COVERAGE NAM II INSURER A:ACE American Insurance Company 22667 INSURED INSURER B:Gemini Insurance Company 10833 MV Transportation,Inc.and subsidiaries 2711 N Haskell,Suite 1500 INSURER C:ACE Property and Casualty Insurance Company 20699 Dallas,TX 75204 INSURER D:Indemnity Insurance Company of North America 43575 INSURER E:ACE Fire Underwriters insurance Company 20702 INSURER F:Lexington Insurance Company 19437 COVERAGES CERTIFICATE NUMRER:J48NQVS7 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 ADM SUM POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INBD wvo POLICY NUMBER 4MMIDDIYYYY) IMMIDDIYYYYL LIMITS A X COMMERCIAL GENERAL LIABILITY HDO 071233248 02/01/2019 02/01/2020 EACH OCCURRENCE $ 5,000,000 nDAMAGE 10 RENTLI3 100,000 I CLAIMS-MADE I I OCCUR PREMISES(Ea occurrence) 5 MED EXP(Any one person) $ — PERSONAL 8 ADV INJURY $ 5,000,000 — GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 1!!! EX POLICY /PEDROT- LOC PRODUCTS-COMP/OPAGO $ 5,000,000 OTHER: $ A AUTOMOBILE LIABILITY -XSA H25281755 02/01/2019 02/01/2020 DDMBIN€o SINGLE LIMIT 2,000,000 (Ea accident) $ X ANY AUTO BODILY INJURY(Per person) $— OWNED SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS ONLY _ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY ( $ CB UMBRELLA UAB X,,^ OCCUR GVE100144804 02/01/2019 02/01/2020 EACH OCCURRENCE $ 10,000,000 G4686119A 002 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ A WORKERS COMPENSATION WLR C65432250(AOS) 02/01/2019 02/01/2020 v ITER T D AND EMPLOYERS'LIABILITY WLR C65432213(AZ,MA) E ANY PROPRIETOMPARTNEWEXECUTiVE rY f N WCU C6543233A(CA,OH,WA) EL EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? • I j NIA SCF 065432298(VVI) (Mandatary In NH) EL DISEASE-EA EMPLOYEE $ 1,000,000 If yes,dasaibe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ F Auto Physical Damage 011144707 02/01/2019 02/01/2020. Each Occurrence $ 1,000,000 S S S $ DESCRIPTION OF OPERATIONS!LOCATIONS(VEHICLES(ACORD t01;Additional Remadrs Schedule,may be attached If more space Is required) Re:Operation of Rosemead Transit The City,its officials,employees and agents are named as an Additional Insured as respects the ongoing operations of the Named Insured with respects to General and Auto Liability coverage where required by written and signed contract subject to policy terms,conditIons,limits and exclusions. Waiver of subrogation(AL,GL&WC)applies where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, • City of Rosemead AUTHORIZED REPRESENTATIVE • 8838 E.Valley Road G�J�lrfi Rosemead,CA 91770 Page 1 of 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD ( . i 3 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS Named Insured Endorsement Number MV Transportation, Inc. " 2 Policy symbol Policy Number , Policy Period Effective Date of Endorsement XSA H25281755 02/01/2019 to 02/01/2020 issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the Information is le be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: EXCESS BUSINESS AUTO COVERAGE FORM EXCESS TRUCKERS COVERAGE FORM We waive the right of recovery we may haveagainst the person or organization shown In the Schedule below because of payments we make for Injury or damage arising out of the use of a covered"auto".The waiver applies only to the person or organization shown in the Schedule. SCHEDULE Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. { Authorized Agent DA-20345(06!06)Ptd.In U.S.A. Page 1 of 1 • 4 RECOVERY FROM OTHERS • Named Insured Endorsement Number MV Transportation, Inc. 1 Policy Symbol Policy Number Policy Period Effective Date of Endorsement WCU C5543233A 02/01/2019 to 02/0112020 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the Intonation is to be completed only when this endorsement Is Issued subsequent la the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Specific Excess Workers Compensation and Employer's Liability Policy I Solely with respect to a written contract with the organization named in the Schedule below,the final paragraph of I. Recovery From Others In PART SIX-CONDITIONS is deleted and replaced with the following: In the event of any payment under this policy for a Loss for which you have waived the right of recovery in a written contract entered into prior to the Loss, we hereby agree to also waive our right of recovery but only with respect to such Loss and only for the organization named In the Schedule below. SCHEDULE Any person or organization against whom you have agreed to waive your right of recovery In a written contract, provided such contract was executed prior to the date of loss. � I This endorsement does not apply to policies in Missouri where the employer is in the construction group of classifications. WC 99 04 91 (10108) Page 1 of 1 3 POLICY NUMBER: HDO G71233248 Endorsement Number: 1 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract,provided such contract was executed prior to the date of loss. Information required to complete this Schedule,if not shown above,will be shown In the Declarations. The following is added to Paragraph 8,Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown In the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included in the "products- completed operations hazard". This waiver applies only to the person or organization shown In the Schedule above. CG 24 04 05 09 o Insurance Services Office, Inc.,2008 Page 1 of 1 14 POLICY NUMBER: MO G71233248 Endorsement Number: 17 I' COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organizatlon(s) Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. _ f Information required to complete this Schedule,If not shown above,will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s)or organ!- zation(s)shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you, CG 20 26 07 04 ©ISO Properties, Inc.,2004 Page 1 of 1 2 ADDITIONAL INSURED ENDORSEMENT Named Insured Endorsement Number MV Transportation,Inc. 14 Policy Symbol Policy Number Policy Period Effective bate of Endorsement XSA H25281755 02/01/2019 to 02/01/2020 Issued Ey(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the,nformation Is to be completed only when this endorsement Is Issued subsequent to the preparation of the po.Icy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies Insurance provided under the following: EXCESS BUSINESS AUTO COVERAGE FORM EXCESS TRUCKERS COVERAGE FORM 1. WHO IS AN INSURED(Section II)is amended to Include any person(s)or organization(s)for whom you have i agreed in a written contract to provide insurance but only for damages; a, Which are covered by this insurance; and b, Which you have agreed to provide in such contract. 2. The limits of insurance afforded to such person(s)or organization(s)will be: a. The minimum limits of insurance which you agreed to provide, or b. The limits of Insurance of this policy whichever is less. DA-20359(6/06).Ptd.In U.S.A. Page 1 of 1