CITY COUNCIL: Resolution Entering into Agreement with MST for Trolley Services in FY 2009/10

Meeting Date: December 1, 2009
Prepared by: Joyce Giuffre, Admin. Services Director

City Council
Agenda Item Summary

Name: Consideration of a Resolution entering into an agreement with Monterey-Salinas Transit for trolley services in the amount of $22,671.75 in fiscal year 2009/10.

Description: At its November 3, 2009 meeting, City Council adopted Resolution 2009-82, approving the receipt of an $85,000 AB2766 grant from the Monterey Bay Unified Air Pollution Control District (MBUAPCD) for Carmel-by-the-Sea trolley service. Council also adopted Resolution 2009-81,
approving the transfer of up to $32,000 from the General Operating Reserve to the General Fund for trolley service expenditures in fiscal year 2009/10 until grant funds are received.

Attached is the agreement between Carmel-by-the-Sea and Monterey-Salinas Transit for trolley services for the rest of the 2009/10 fiscal year. Two periods of trolley service are included in the agreement, as follows:

Dates No. of Days Hours of Operation Hours/Day
12/26/09 – 1/3/2010 9 11:00 a.m. – 5:00 p.m. 6
5/29/2010-6/30/2010 33 11:00 a.m. – 6:00 p.m. 7

The trolley service costs $79.55/hour. For the period 12/26/09-1/3/2010, the cost is $4,295.70. For the period 5/29/2010-6/30/2010, the cost is $18,376.05. Total cost for the two service periods is $22,671.75. AB2766 grant funds will be requested from MBUAPCD after expenditures are made.
Overall Cost: City Funds: $22,175.75 from Account 01-85302 (until grant funds are received)

Staff Recommendation: Approve the Resolution.

Important Considerations: According to the terms of the AB2766 grant, all new service will be fully reimbursed from the $85,000 grant. The two service periods in FY 2009/10 are considered “new” service, as there was no trolley service offered during those time periods last year.

Decision Record: Resolution 2009-70 (October 6, 2009) approving the AB2766 grant application to MBUAPCD; Resolution 2009-82 (November 3, 2009) approving receipt of the $85,000 AB2766 grant from MBUAPCD; Resolution 2009-81 (November 3, 2009) approving the transfer of up to $32,000 from the General Operating Reserve to cover FY 2009/10 trolley expenses until grant funds are received.

Reviewed by:

______________________________ _________________
Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2009-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA ENTERING INTO AN AGREEMENT WITH MONTEREY-SALINAS TRANSIT FOR TROLLEY SERVICES IN THE AMOUNT OF $22,671.75 IN FISCAL YEAR 2009/10

WHEREAS, the City Council adopted Resolution 2009-82 on November 3, 2009, approving the receipt of an $85,000 AB2766 grant from MBUAPCD for trolley services; and

WHEREAS, during the remainder of the 2009/10 fiscal year, the City desires to offer trolley services provided by Monterey-Salinas Transit (MST) from December 26, 2009 through January 3, 2010 and from May 29, 2010 through June 30, 2010; and

WHEREAS, an agreement with MST for trolley services is attached as Attachment “A”.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA DOES:

1. Authorize the City Administrator to execute an agreement with Monterey-Salinas Transit for trolley services in fiscal year 2009/10 in an amount not to exceed $22,671.75.

2. Authorize payment from the General Fund Account 01-85302 for the services rendered.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 1st day of December 2009 by the following roll call vote:

AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:

SIGNED:

_______________________
SUE McCLOUD, MAYOR

ATTEST:

______________________
Heidi Burch, City Clerk

Attachment “A”
SERVICES AGREEMENT
THIS AGREEMENT, dated this 1st day of December 2009 is by and between the CITY OF CARMEL-BY-THE-SEA, a municipal corporation of the State of California, hereinafter referred to as the “City”, and MONTEREY-SALINAS TRANSIT, hereinafter referred to as “MST”.

I. SERVICES BY MST
A. MST will provide trolley services within the agreed-upon route in Carmel-by-the-Sea for the time periods listed below. Trolley services include the trolley vehicle, licensed driver, fuel, insurance, and maintenance of the vehicle.
Dates Hours of Operation
12/26/2009-1/3/2010 11:00 a.m. to 5:00 p.m.
5/26/2010-6/30/2010 11:00 a.m. to 6:00 p.m.

II. COMPENSATION
A. City shall pay MST at a rate of $79.55/hour for trolley services. MST agrees to perform all services required by this Agreement for the time periods listed in Section I until this Agreement is amended or terminated. Such amount shall constitute full and complete payment by City under this
Agreement.

B. MST shall submit an itemized invoice to City on a monthly basis. Each invoice shall reference the specific project assignments completed during that period for which payment is requested. City shall make payment for work invoiced within thirty (30) days of receipt of invoice.

III. COMPLETION DATE
A. MST will diligently proceed with the work contracted for, but it is expressly agreed and understood that MST shall not be held responsible for delays occasioned by factors beyond its control, nor by factors that could not reasonably have been foreseen at the time of the execution of the Agreement between the parties.
Formatted: Bullets and Numbering

IV. SUSPENSION OF AGREEMENT/DISPUTES
A. MST and City reserve the right to terminate or suspend this Agreement, without cause, at any time by giving twenty (20) days written notice to the other party.

B. Should either party to this Agreement bring legal action against the other (formal judicial proceeding, mediation or arbitration) the case shall be handled in Monterey County, California, and the party prevailing in such action shall be entitled to a reasonable attorney’s fee which shall be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be included in the judgment, together with all costs.

V. NON-DISCRIMINATION/AFFIRMATIVE ACTION
A. MST will not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, marital status, physical or other motor handicap, unless based upon bona fide occupational qualification. MST will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, sex, age, national origin, marital status, physical or other motor handicap.

VI. ASSIGNMENT
A. This Agreement may not be assigned or otherwise transferred by either party hereto without the prior written consent of the other party. Any purported assignment or delegation of performance in violation of this provision is void. Subject to the foregoing, this Agreement is binding and shall inure to the benefit of the successors and assigns of the parties to this Agreement.

VII. MODIFICATION
A. No change, alteration, modification, or addition to this Agreement will be effective unless it is in writing and properly signed by all parties hereto.

VIII. HOLD HARMLESS
A. MST is covered by, and agrees to maintain, general liability insurance for bodily injury and property damage arising directly from its negligent acts or omissions with limits as specified below.

Certificates of insurance shall be provided to City upon request. Within the limits and conditions of such insurance, MST agrees to indemnify, protect, defend and name City, its public officials, officers and employees as additional insureds and hold harmless any negligent act or omission by MST. MST shall not be responsible for any loss, damage or liability beyond the amounts, limits and conditions of such insurance. MST shall not be responsible for any loss, damage or liability arising from any act or omission by City, its agents, staff, other consultants, independent contractors, third parties or others working on the project that have not been hired by MST and over which MST has no supervision or control.

IX. COMPLIANCE WITH LAWS
A. This Agreement shall be governed by all applicable federal, State of California, and local laws, rules and regulations affecting MST and his/her work hereunder, and shall ensure that all subcontractors do the same. MST represents and warrants to City that MST has and will keep in
effect during the term of this Agreement all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for MST to practice MST’s profession and to do the
work hereunder.

B. MST agrees to abide by the requirements of the Immigration and Control Reform Act pertaining to assuring that all employees of MST performing any services under this Agreement have a legal right to work in the United States of America, that all required documentation of such right to work is inspected, and that INS Form 1-9 (as it may be amended from time to time) is completed and on file for each employee. MST shall make the required documentation available upon request to City for inspection.

X. INSURANCE
A. Without limiting MST’s duty to indemnify, MST shall maintain in effect throughout the term of this agreement a policy or policies of insurance covering all of its operations (including public liability coverage, property damage coverage and professional malpractice) with the following
minimum limits of liability:

1. COMMERCIAL GENERAL LIABILITY INSURANCE:
a. Commercial General Liability, including but not limited to, premises, personal injuries, products and completed operations, with a combined single limit of not less than $1,000,000.00 per occurrence.

b. Bodily injury $1,000,000.00 per occurrence and $1,000,000.00 aggregate and $1,000,000.00 property damage; and

c. A combined single limit of not less than $1,000,000.00 per occurrence.

2. AUTOMOBILE LIABILITY INSURANCE
a. Comprehensive automobile liability covering all motor vehicles including
owned, leased, non-owned, and hired vehicles, used in providing services under this agreement, with a combined single limit of not less than $1,000,000.00 per occurrence.

b. Bodily injury $1,000,000.00 per occurrence and $1,000,000.00 aggregate and $1,000,000.00 property damage; and

c. A combined single limit of not less than $1,000,000.00 per occurrence.

3. WORKER’S COMPENSATION INSURANCE:
Worker’s compensation insurance in accordance with California Labor Code section 3700 and with a minimum of $100,000.00 per occurrence for employer’s liability.

XI. ADDITIONAL SERVICES
A. It is understood and agreed by City and MST that City might request MST to render additional professional services beyond the original Scope of Services of this Agreement. Such additional services may include those due to abnormal conditions beyond MST's control, changes in phasing, time delays, changes in scope or requirements on the part of others and services necessitated by legal challenge of the work products. Any work requested of MST by City beyond that identified in Attachment A shall constitute additional services. Such work will be undertaken only upon written authorization of City, written agreement by all parties, and based upon an agreed amount of compensation.

XII. INDEPENDENT CONTRACTOR
A. MST is and shall be at all times during the term of this Agreement an independent contractor.

B. MST shall maintain a valid business license with the City of Carmel-by-the-Sea at all times during the term of this Agreement.

XIII. SUBCONTRACTING
A. None of the services covered by this Agreement shall be subcontracted without the prior written consent of City. In accordance with Government Code Section 7550, MST agrees to state in a separate section of any filed report the numbers and dollar amounts of all contracts and subcontracts relating to preparation of the report(s).

XIV. RECORDS OF PERFORMANCE
A. MST shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Agreement; the accounting and control systems shall be satisfactory to City. City and City’s auditor shall be afforded access to MST’s records, books, correspondence and other data relating to this Agreement. MST shall preserve these records, books, correspondence and other data relating to this Agreement for a period of four (4) years after final payment, or for such longer period as may be required by law. In addition, MST agrees to
make said records, books, correspondence and other data relating to this Agreement available to City at City’s principal place of business upon seventy-two (72) hours written notice. The City Administrator, or his or her designee, shall at all times have the right to inspect the work, services, or materials. MST shall furnish all reasonable aid and assistance required by City for the proper examination of the work or services and all parts thereof. Such inspection shall not relieve MST from any obligation to perform said work or services strictly in accordance with the specifications or any modification thereof and in compliance with the law.

XV. CONFLICTS OF INTEREST
A. MST shall at all times avoid conflicts of interest, or the appearance of conflicts of interest, in the performance of this Agreement.

XVI. INTERPRETATION
A. In the event of a conflict between the provisions of this Agreement, the Agreement together with its attachments shall take precedence. Notwithstanding the fact that one or more persons of this Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be interpreted as though they were a product of a joint drafting effort and no provisions shall be interpreted against a party on the grounds that said party was solely or primarily responsible for drafting the language to be interpreted.

XVII. STATEMENT OF ECONOMIC INTEREST
A. If City determines MST comes within the definition of MST under the Political Reform Act (Government Code Section 87100.1), MST shall complete and file and shall require any other person doing work under this Agreement to complete and file a “statement of Economic Interest” with City disclosing MST and/or such other person’s financial interests.

XVIII. THIRD PARTY BENEFICIARIES
A. Nothing in this Agreement shall be construed to create, and the parties do not intend to create, any rights in third parties.

XIX. SEVERABILITY
A. If any term of this Agreement is held invalid by a court of competent jurisdiction, or arbitrator, the remainder of this Agreement shall remain in effect.

XX. NOTICES
Any notices to be given to the parties hereunder shall be addressed as follows (until notice of a different address is given to the parties):

CITY MST
Rich Guillen Hunter Harvath
City Administrator Monterey-Salinas Transit
City Hall 1 Ryan Ranch Road
PO Drawer CC Monterey, CA 93940
Carmel CA 93921

Any and all notices or other communications required or permitted relative to this Agreement shall be in writing and shall be deemed duly served and given when personally delivered to the parties to whom it is directed; or in lieu of such personal service, when deposited in the United States mail,
first class, postage prepaid, addressed to CITY or to MST at the addresses set forth above.

Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided for in the preceding paragraph.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

CITY OF CARMEL-BY-THE-SEA, MONTEREY-SALINAS TRANSIT
CALIFORNIA
By: By:
____________________________ ____________________________
Rich Guillen, Hunter Harvath
City Administrator Monterey-Salinas Transit