AGR-7511 - JFK TRANSPORTATION COMPANY INCDocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
DS
AGR-7511 5'r
TRANSPORTATION SERVICES AGREEMENT
THIS TRANSPORTATION SERVICES AGREEMENT (the"Agreement")is made at
Orange, California, on this 7th day of June 2023 (the "Effective Date") by
and between the CITY OF ORANGE, a municipal corporation ("City"), and JFK
TRANSPORTATION CO., INC., a California corporation ("Carrier"), who agree as follows:
1.Services. Subject to the terms and conditions set forth in this Agreement, Carrier
shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A," which is
attached hereto and incorporated herein by reference. As a material inducement to City to enter
into this Agreement, Carrier represents and warrants that it has thoroughly investigated and
considered the scope of services and.fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on. Carrier's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Carrier shall perform all services in a manner reasonably satisfactory to City and in a manner in
conformance with the standards of quality normally observed by an entity providing such services
to a municipal agency. All services provided shall conform to all federal, state and local laws,
rules and regulations and to the best professional standards and practices. The terms and conditions
set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the
contrary.
Ashley Taylor, Recreation Services Supervisor ("City's Project Manager"), shall be the
person to whom Carrier will report for the performance of services hereunder. It is understood
that Carrier's performance hereunder shall be under the supervision of City's Project Manager(or
designee), that Carrier shall coordinate its services hereunder with City's Project Manager to the'
extent required by City's Project Manager,and that all performances required hereunder by Carrier
shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees; Term.
a. Carrier's total compensation for all services performed under this
Agreement, shall not ekceed FOURTEEN THOUSAND EIGHT HUNDRED SIXTY-FOUR
DOLLARS and 00/100 ($14,864.00)without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
c.The Term of this Agreement shall be for the duration of the bid proposal,
June 1, 2023 through August 31, 2023.
3. Payment.
a.Carrier shall invoice the City for its services following each excursion.
Each such invoice shall state the basis for the amount invoiced. Carrier shall submit all invoices
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to the City's Project Manager and payment shall be due within thirty (30) days after review and
approval of each invoice by the City:
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent.
c.City will pay Carrier the amount invoiced within thirty (30) days after the
approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the'scope
or complexity of work, or for any other reason, shall be made unless and until.such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Carrier
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Carrier represents that it and any subcontractors it may engage, possess
any and all licenses which are required under state or federal law to perform the work contemplated
by this Agreement and that Carrier and its subcontractors shall maintain all appropriate licenses,
including a City of Orange business license, at its cost, during the performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement, Carrier
shall be an independent contractor and not an employee of City. City shall have the right to control
Carrier only insofar as the result of Carrier's services rendered pursuant to this Agreement. City
shall not have the right to control the means by which Carrier accomplishes services rendered
pursuant to this Agreement. Carrier shall, at its sole cost and expense, furnish all facilities,
materials and equipment which may be required for furnishing services pursuant to this
Agreement. Carrier shall be solely responsible for, and shall indemnify, defend and save City
harmless from all matters relating to the payment of its subcontractors, agents and employees,
including compliance with social security withholding and all other wages,salaries,benefits,taxes,
exactions, and regulations of any nature whatsoever. Carrier acknowledges that it and any
subcontractors, agents or employees employed by Carrier shall not, under any circumstances, be
considered employees of City, and that they shall not be entitled to any of the benefits or rights
afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay,
Public Employees Retirement System benefits, or health, life, dental, long-term disability or
workers' compensation insurance benefits.
7.Carrier Not Agent. Except as City may specify in writing, Carrier shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Carrier shall have no authority, express or implied, to bind City to any obligation whatsoever.
8. Reserved.
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9. Assignment or Subcontracting. No assignment or subcontracting by Carrier of
any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Performance. Carrier agrees to perform those services described in
Exhibit A in accordance with the time period set forth in Exhibit A for each excursion, unless
otherwise agreed to by and between the Carrier and the City's Project Manager.
11. Time Is of the Essence. Time is of the essence in this Agreement. Carrier shall
do all things necessary and incidental to the prosecution of Carrier's services.
12. Reserved.
13. Reserved.
14. Reserved.
15. Equal Employment Opportunity. During the performance of this Agreement,
Carrier agrees as follows:
a. Carrier shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin,mental or physical disability, or
any other basis prohibited by.applicable law. Carrier shall ensure that applicants are.employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin,mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading, demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Carrier agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Carrier shall, in all solicitations and advertisements for employees placed
by, or on behalf of Carrier, state that all qualified applicants will receive consideration for .
employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c.Carrier shall cause the foregoing paragraphs (a) and(b)to be inserted in all
subcontracts for any work covered by this Agreement,provided that the foregoing provisions shall
not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Carrier agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Carrier knows or has reason to know that Carrier,its officers,partners,or employees have
a financial interest as defined in Section 87103 of the Government Code.
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17. Indemnity.
a. To the fullest extent permitted by law, Carrier agrees to indemnify, defend
and hold City, its City Council and each member thereof; and the officers, officials, agents and
employees of City (collectively the "Indemnitees") entirely harmless from all liability arising out
of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Carrier's employees or Carrier's subcontractor's employees
arising out of Carrier's work under this Agreement, including any and all claims under any law
pertaining to Carrier or its employees' status as an independent contractor and any and all claims
under Labor Code section 1720 related to the payment of prevailing wages for public works
projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act,neglect,default,or omission other than a professional act or omission of Carrier,
or person, firm or corporation employed by Carrier, either directly or by independent contract,
including all damages due to loss or theft sustained by any person, firm or corporation including
the Indemnitees, or any of them, arising out of, or in any way connected with the work or services
which are the subject of this Agreement, including injury or damage either on or off City's
property; but not for any loss, injury, death or damage caused by the active negligence or willful
misconduct of City. Carrier, at its own expense, cost and risk, shall indemnify any and all claims,
actions, suits or other proceedings that may be brought or instituted against the Indemnitees on
any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment
that may be rendered against the Indemnitees, or any of them, in any action, suit or other
proceedings as a result of coverage under this subparagraph.
b. Reserved.
c.Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Carrier and its successors.
18. Insurance.
a. Carrier shall carry workers' compensation insurance as required by law for
the protection of its employees during the progress of the work. Carrier understands that it is an
independent Carrier and not entitled to any workers' compensation benefits under any City
program.
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b. Carrier shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) Five Million Dollars($5,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Carrier. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c.Carrier shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of
Ten Million Dollars ($10,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Carrier. Said insurance shall cover bodily injury, death and property damage for all
owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Carrier under this Agreement.
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy,but only with respect to the work performed by Carrier under this Agreement.
A policy endorsement to that effect shall be provided to City along with the certificate of insurance.
In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is
an additional insured as a contracting party. The minimum coverage required by Subsection 18.b
and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is
provided as part of the general or automobile liability minimums set forth herein shall be
maintained for the duration of the Agreement.
f.Reserved.
g. The insurance policies maintained by Carrier shall be primary insurance and
no insurance held or owned by City shall be called upon to cover any loss under the policy. Carrier
will determine its own needs in procurement of insurance to cover liabilities other than as stated
above.
h. Before Carrier performs any work or prepares or delivers any materials,
Carrier shall furnish certificates of insurance and endorsements, as required by City, evidencing
the aforementioned minimum insurance coverages on forms acceptable to City, which shall
provide that the insurance in force will not be canceled or allowed to lapse without at least ten(10)
days' prior written notice to City.
i.All insurance maintained by Carrier shall be issued by companies admitted
to conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
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j Carrier shall immediately notify City if any required insurance lapses or is
otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Carrier for such costs
and any and all damages resulting therefrom, by way of set-off from any sums owed Carrier.
k. Carrier agrees that in the event of loss due to any of the perils for which it
has agreed to provide insurance, Carrier shall look solely to its insurance for recovery. Carrier
hereby grants to City, on behalf of any insurer providing insurance to either Carrier or City with
respect to the services of Carrier herein,a waiver of any right to subrogation which any such insurer
may acquire against City by virtue of the payment of any loss under such insurance.
1.Carrier shall include all subcontractors, if any, as insureds under its policies
or shall furnish separate certificates and endorsements for each subcontractor to City for review
and approval. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
19. Termination. City may for any reason terminate this Agreement by giving Carrier
not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice,
Carrier shall immediately cease work, unless the notice from City provides otherwise. Upon the
termination of this Agreement, City shall pay Carrier for services satisfactorily provided and all
allowable reimbursements incurred to the date of termination in compliance with this Agreement,
unless termination by City shall be for cause, in which event City may withhold any disputed
compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Carrier and its subcontractors shall maintain reasonably full and complete
books, documents, papers, accounting records, and other information (collectively, the "records")
pertaining to the costs of and completion of services performed under this Agreement. City and
its authorized representatives shall have access to and the right to audit and reproduce any of
Carrier's records regarding the services provided under this Agreement. Carrier shall maintain all
such records for a period of at least three (3) years after termination or completion of this
Agreement. Carrier agrees to make available all such records for inspection or audit at its offices
during normal business hours and upon three (3) days' notice from City,.and copies thereof shall
be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a.Carrier shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a"public works," as
that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must
be paid, to the extent Carrier's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations,Carrier hereby agrees that it, and any subcontractor under it, shall
Docusign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
pay not less than the specified prevailing rates of wages to all such workers. The general prevailing
wage determinations for crafts can be located on the website of the Department of Industrial
Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Carrier
must meet all State registration requirements and criteria, including project compliance
monitoring.
c.Carrier represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of.1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the. completion and maintenance of the Form I-9 for each of Carrier's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government, inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Depaitiuent of Homeland Security, the Depaitiuent of Labor, or the Social Security
Administration.
d. Carrier shall require all subcontractors or subconsultants to make the same
representations and warranties as set forth in Subsection 21.c.
e.Carrier shall, upon request of City, provide a list of all employees working
under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all
such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Carrier. Once such request has been made, Carrier may not change
employees working under this Agreement without written notice to City, accompanied by the
verification required herein for such employees.
f.Carrier shall require all subcontractors or sub-consultants to make the same
verification as set forth in Subsection 21.e.
g. If Carrier or subcontractor knowingly employs an employee providing work
under this Agreement who is not authorized to work in the United States, and/or fails to follow
federal laws to determine the status of such employee, that shall constitute a material breach of
this Agreement and may be cause for immediate termination of this Agreement by City.
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h. Carrier agrees to indemnify and hold City, its officers, officials, agents and
employees harmless for, of and from any loss, including but not limited to fines, penalties and
corrective measures City may sustain by reason of Carrier's failure to comply with said laws,rules
and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Carrier agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CARRIER" CITY"
JFK Transportation Co., Inc.City of Orange
980 West 17th Street, Suite B 300 E. Chapman Avenue
Santa Ana, CA 92706 Orange, CA 92866-1591
Attn.: Kevin Watson Attn.: Ashley Taylor
Telephone: 714-543-4629 Telephone: 714-744-5599
E-Mail: kevin@JFKtrans.net E-Mail: ataylor@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Signatures on next page]
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DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-675FA7654D11
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CARRIER" CITY"
JFK TRANSPORTATION CO., INC., CITY OF ORANGE, a municipal corporation
a California corporation
DocuSigned by: DocuSIgned by:
I. KEVIN WATSONLi&. .s C. ist,la
BY' 8oC8107f61E4178... By' RFAAFRRR90A1dRR
Printed Name: KEVIN WATSON Thomas C. Kisela, City Manager
Title: President
DocuSigned by:
By: flgEn7Ez e=FD24Ra APPROVED AS TO FORM
Printed Name: Tammy Watson DocuSigned by:
Title:Treasurer
nu
CD'3n7DC047S48A
Nathalie Adourian
Senior Assistant City Attorney
NOTE:City requires the following signature(s) on behalf of the Carrier:
1)the Chairman of the Board,the President or a Vice-President,AND(2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office,please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement,must be provided to
City.
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DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
Docusign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11 Exhibit A: Page 1 of 16
JFKT
TRANSPORTATION
EST 1993
Family. Faith. Service.
City of Orange 2023 BUS BID
Attn.: Madyson Costa
mcosta@cityoforange.org
Due Date: Monday April 17, 2023
Bid Proposed By: JFK TRANSPORTATION CO., INC.
980 W. 17TH STREET, SUITE
SANTA ANA, CA 92706
Kevin Watson, CEO
714.543.4629
Kevin@JFKtrans.net
980 W. 17th St. Suite B,Santa Ana, CA 92706 * Tel.: 714-543-4629 * Fax 714-543-0306
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 2 of 16
City of Orange 2023 BUS BID
PROGRAM SITES- (Pick up order as follows)
one taus .ic-k u; wider
1. El Camino Real Park 2. Killefer Park 3. Shaffer Park 4. Handy Park
400 N. Main Street 615 N. Lemon Street 1930 N. Shaffer Street 2143 E. Oakmont Avenue
Orange, CA 92868 Orange, CA 92867 Orange, CA 92865 Orange, CA 92867
Two bus pickup onderr:
Bus 1
1.El Camino Real Park 2. Shaffer Park
400 N. Main Street 1930 N. Shaffer Street
Orange, CA 92868 Orange, CA 92865
Bus 2
1. Killefer Park 2. Handy Park
615 N. Lemon Street 2143 E. Oakmont Avenue
Orange, CA 92867 Orange, CA 92867
EXCURSION DETAILS
Price Date Destination Pick up times
Soak City Pick up at 8:45 a.m.from
Thursday, 8039 Beach Blvd.program sites.
725.00 per bus June 15,Buena Park, CA 90620 Pick up from Knott's Berry
2023 Farm at 4:30 p.m. to take back
to program sites.
Boomers in Irvine Pick up at 10:30 a.m. from
Thursday, 3405 Michelson Drive program sites.
690.00 per bus June 22, Irvine, CA 92612 Pick up at Boomers at 4:00
two separate 2023 p.m. to take back to program
locations) sites.
Picture Show at Pick up at 8:30 a.m. from
Thursday, Main Place Mall program sites.
725.00 per bus June 29, 2800 Main St.Day camp participants will
pick-up location 2023 Santa Ana, CA 92705 walk to Discovery Cube from
different than drop-the Main Place Mall.
off location) Discovery Cube OC Pick up from Discovery Cube at
2500 N. Main Street 4:30 p.m. to take back to
Santa Ana, CA 92705 program sites.
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11 Exhibit A: Page 3 of 16
Wild Rivers Pick up at 9:00 a.m. from
Thursday, 10000 Great Park Blvd. program sites.
725.00 per bus July 6, 2023 Irvine, CA 92618 Pick up from Wild Rivers at
4:00 p.m. to take back to
program sites.
Santa Ana Zoo Pick up at 9:00 a.m. from
Thursday, 1801 E. Chestnut Ave. program sites.
July 13, 2023 Santa Ana, CA 92701 Pick up from Santa Ana Zoo at
960.50 per bus 1:00 p.m. to take to Hart Park
two separate Hart Park Pick up from Hart Park at 4:00
locations) 701 S. Glassell St.p.m. to take back to program
Orange, CA 92866 sites.
Pirate Dinner Adventure Pick up at 9:00 a.m. from
Thursday, 7600 Beach Blvd.program sites.
960.50 per bus July 20, 2023 Buena Park, CA 90620 Pick up from Pirate Dinner
two separate Adventure at 1:00 p.m. to take
locations) Hart Park to Hart Park
701 S. Glassell St. Pick up from Hart Park at 4:00
Orange, CA 92866 p.m. to take back to program
sites.
Rockin'Jump Pick up at 10:00 a.m. from
Thursday, 1411 Village Way program sites.
960.50 per bus July 27, 2023 Santa Ana, CA 92705 Pick up at Rockin'Jump at
two separate 2:00 p.m. and take to Hart
locations) Hart Park Park.
701 S. Glassell St. Pick up from Hart Park at 4:00
Orange, CA 92866 p.m. to take back to program
sites.
Knott's Berry Farm Pick up at 8:45 a.m. from
Thursday, 8039 Beach Blvd.program sites.
725.00 per bus August 3,Buena Park, CA 90620 Pick up at Knott's Berry Farm
2023 at 4:30 p.m. to take back to
program sites.
Dave & Buster's Pick up at 9:30 a.m. from
Thursday, 20 City Blvd W. program sites. •
960.50 per bus August 10, Orange, CA 92868 Pick up from Dave & Buster's
two separate 2023 at 2:00 p.m. to take to Hart
locations) Hart Park Park.
701 S. Glassell St. Pick up from Hart Park at 4:00
Orange, CA 92866 p.m. to take back to program
sites.
pg. 2
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 4 of 16
Additional Requirements: If a bus needs to be cancelled,the City of Orange will notify the provider up to
48 hours prior to the destination time at no charge. Buses are not required to stay at the excursion site for
the duration of the excursion; only drop off and pick up are required. C Orang- gER wAsikibl
he par ,ing g2Ge,CQ plait,passes n10[ME decides ap 52ag C $ excursion transportatio"
rovider [ r-quir-d a enter MD an Exhibit L Cgag Midi Orange i
abg In includes a (EGgiffittet42Gteunomg ok] accompanying endorsement milliof
Taniag liabilit l million automobile liability bag Exhibit RY4 list-d additionallj
nsur-d.. The company that is awarded the bid may only charge an amount equal to or less than the bid
amount for each excursion regardless of any unforeseen circumstances outside of the City's control, i.e.
Traffic.
TOTAL COST for one bus:$ 7432.00(Total cost for summer)
TOTAL COST for two busses:$ 14,864.00 (Total cost for summer)
Bid prices are reflective of all taxes and charges.
COMPANY INFORMATION
Company: JFK Transportation Co., Inc.
Contact: Pilar Ojeda (Director) and/or Kevin Watson (CEO)
Address: 980 W. 17th Street, Suite B; Santa Ana CA 92706
Phone: 714.543.4629 Fax Number: 714.543.0306
Email: Pilar@JFKtrans.net; Kevin@JFKtrans.net
Print Name, title: Kevin Watson, CEO
Signature: Date: April 13, 2023
pg. 3
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
4)(iI lT Mt'1PLPage5of16
AGR NO.
TRANSPORTATION SERVICES AGREEMENT
THIS TRANSPORTATION SERVICES AGREEMENT (the "Agreement") is made
at Orange, California, on this day of 2014 by and between the CITY OF
ORANGE, a municipal corporation ("City"), and
school district organized and existing under the laws of the State of California (hereinafter
referred to as "District"),who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement, District
shall provide to the reasonable satisfaction of the City transportation services for excursions to
and from the destinations described on Exhibit A, which is attached hereto and incorporated
herein by this reference. District represents that it is experienced in performing the services and
will follow the highest professional standards in performance of the services. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Unless otherwise notified by the City's Director of Community Services, Megan Hanley,
a Recreation Services Coordinator for the City (herein referred to as.the "City's Authorized
Representative"), shall be the person to whom the District will report for the performance of
services hereunder. It is understood that District's performance hereunder shall be under the
direction and supervision of the City's Authorized Representative (or his designee), that District
shall coordinate its services hereunder with the City's Authorized Representative to the extent
required by the City's Authorized Representative, and that all performances required hereunder
by District shall be performed to the satisfaction of the City's Authorized Representative.
2. Compensation and Fees;Payment.
a. For services provided pursuant to this Agreement, District shall be •
compensated in accordance with the schedule set forth on Exhibit A. In any event, services
performed under this Agreement shall not exceed and 00/100 DOLLARS
b. District shall invoice the City for its services following each excursion •
described on Exhibit A. Each such invoice shall state the basis for the amount invoiced. District
shall submit all invoices to the City's Authorized Representative and payment shall be due within •
thirty(30)days after review and approval of each invoice by the City.
c. The fee payable for each and every excursion shall include all costs,
including, but not limited to, all clerical, administrative, overhead, insurance, travel, fuel, and all
related expenses. There will be no compensation for travel time or other expenses associated
With travel required to perform the duties identified in the scope of work.
3. Change Orders. No payment for extra services caused by a change in the scope or
complexity of services,or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by the City as a
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 6 of 16
written change order. The change order shall set forth the changes of services, extension of time
for preparation, and adjustment of the fee to be paid by City to District.
4. Term of Agreement. The Term of this Agreement shall be for the duration of the
bid proposal,June 2014—August 2014.
5. Licenses. District represents and warrants that it and any persons or entities it
may engage,possess any and all licenses which are required under state or federal law to perform
the services contemplated by this Agreement. In addition, District represents and warrants that
all motorcoaches or vehicles utilized by District in the performance of this Agreement have been
and will be inspected regularly by the California Highway Patrol for the safety of their
passengers.
6. Independent Contractor. At all times during the term of this Agreement, District
shall be an independent contractor and not an employee of City. City shall have the right to
control District only insofar_ as .the result of District's services rendered pursuant to this
Agreement. City shall not have the right to'control the means by which District accomplishes
services rendered pursuant to this Agreement. District shall, at its sole cost and expense, furnish
all motorcoaches, vehicles, facilities, materials and equipment which may be required for
furnishing services pursuant to this Agreement. District shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its agents
and employees, including compliance with social security, withholding and all other wages,
salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. District
acknowledges that District and any agents or employees employed by District shall not, under
any circumstances, be considered employees of the City, and that they shall not be entitled to any
of the benefits or rights afforded employees of the City, including, but not limited to,.sick leave,
vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life,dental,
long-term disability or workers' compensation insurance benefits.
7. District Not Agent. Except as City may specify in writing, District shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
District shall have no authority, express or implied, to bind City to any obligation whatsoever.
8. Assignment or Subcontracting. • No assignment or subcontracting by District of
any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has had the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his designee.
9 Time of Performance. • District agrees to perform those services described on
Exhibit A and in accordance with the time period set forth in Exhibit A for each excursion,
unless otherwise agreed to by and between the District and the City's Authorized Representative.
10. Time Is of the Essence. Time is of the essence in this Agreement. District shall
do all things necessary and incidental to the prosecution of District's services.
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 7 of 16
11. Equal Employment Opportunity. During the performance of this Agreement,
District agrees as follows:
a. District shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin or mental or physical disability.
District shall ensure that applicants are employed and that employees are treated during
employment, without regard to their race, color, religion, sex, national origin,, or mental or
physical disability. Such actions shall include,but not be limited to the following: employment,
upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination,
rates of pay or other forms of compensation and selection for training, including apprenticeship.
District agrees to post in conspicuous places, available to employees and applicants for
employment,a notice setting forth provisions of this non-discrimination clause.
b. District shall, in all solicitations and advertisements for employees placed
by, or on behalf of District, state that all qualified applicants will receive consideration for
employment without regard for race, color, religion, sex, national origin, or mental or physical
disability.
12. Conflicts of Interest. District agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a District to influence any decision of City in
which District knows or has reason to know that District, its officers,partners,or employees have
a financial interest as defined in Section 87103 of the Government Code.
13. Indemnity. To the fullest extent permitted by law, District agrees to indemnify,
defend and hold the City, its City Council and each member thereof, and the officers, employees
and representatives of the City (herein referred to collectively as the "Indemnified Parties")
entirely harmless from all liability arising out of:
1) Any and all claims under worker's compensation acts and other employee
benefit acts with respect to District's employees arising out of District's services
under this Agreement; and
2) Any claim, loss,'injury to or death of persons or damage to property arising •
out of, pertaining to, or relating to the negligence, recklessness or willful
misconduct of District (other than a professional act or omission of District) or
any person, firm. or corporation employed by District, either directly or by
independent contract, including all damages due to loss or theft sustained by any
person, firm or corporation including the Indemnified Parties, or any of them,
arising out of, or in any way connected with the services which are the subject of .
this Agreement, including injury or damage either on or off City's property.
District, at District's own expense, cost and risk, shall indemnify any and all
claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnified Parties on any such claim or liability covered by this
subparagraph, and shall pay or satisfy any judgment that may be rendered against
the Indemnified Parties, or any of them, in any action, suit or other proceedings as
a result of coverage under this subparagraph.
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 8 of 16 .
The City, hereby agrees to hold harmless the District, its Board of Education and each
member thereof, and the District's officers, employees; successors, assigns and agents from and
against any and all Claims (including, without limitation, reasonable legal fees • and
disbursements) now or in the future, which the District may incur and which arise from or relate
to any intentional.act or that of sole negligence of the City, its employees, agents or contractors,
or the.City's Designees.
14. Insurance.
District shall procure and maintain for the duration.of this Agreement insurance against •
claims for injuries to persons or damages to property which may arise from or in connection with .
the performance of the services hereunder by the District, its agents, representatives or
employees.
a. District shall carry workers compensation insurance as required by law for
the protection of its employees during the progress of the services. District understands that it is
an independent contractor and not entitled to any worker's compensation benefits under any City
program.
b. District shall maintain during the life of this Agreement, comprehensive
general liability insurance or commercial general liability insurance written on an occurrence
basis providing fora combined single limit of$5,000,000 for bodily injury, death and property
damage.
c. District shall maintain ,during the life of this Agreement, automotive
liability insurance on a comprehensive form covering all owned, non-owned and hired
automobiles providing for a combined single limit of$10,000,000 for bodily injury, death and
property damage.
d: Each policy of general liability and automotive liability shall provide that
City, its officers, agents, and employees are declared to be additional insureds under the terms of
the policy, but only with respect to the services performed by District under this Agreement. A
policy endorsement to that effect shall be provided to the City along with the certificate of
insurance, which endorsement shall be on Insurance Services Office, Inc. Form CG 20 10 10 01.
In lieu of an endorsement, the City will accept a copy of the policy(ies) which evidences that the
City is an additional insured as a contracting party.
e. The insurance policies maintained by District shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
District will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
f.Before District performs any services, District shall furnish certificates of
insurance and endorsements, as required by the City, evidencing the aforementioned general
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 9 of 16
liability and automotive liability insurance coverages on forms acceptable to the City,which shall
provide that the insurance in force will not be canceled or allowed to lapse without at least ten
10)days prior written notice to City.
g. All insurance maintained by District shall be issued by companies
admitted to conduct the pertinent line of insurance business in the State of California and having
a rating of Grade A- or better and Class VII or better by the latest edition of Best's Key Rating
Guide.
h. District shall immediately notify the City if any required insurance lapses
or is otherwise modified and cease performance under this Agreement unless otherwise directed
by the,City.
i.District agrees that in the event of loss due to any of the perils for which it.
has agreed to provide insurance, District shall look solely to its insurance for recovery. District
hereby grants to the City, on behalf of any insurer providing insurance to either District or to the
City with respect to the services of District herein, a waiver of any right to subrogation which any
such insurer of said District may acquire against the City by virtue of the payment of any loss
under such insurance.
15. Termination. Either party, reserves the right to terminate this Agreement for any
reason by giving fifteen (15) days written notice of intent to terminate to the other party. Upon
receipt of notice, from City, District shall immediately cease services, unless the notice provides
otherwise. Should City terminate this Agreement, City shall pay District for services
satisfactorily provided to the date of termination in compliance with this Agreement,unless such
termination shall be for cause, in which event the City may withhold any disputed compensation.
The City shall not be liable for any claim of lost profits.
16. Audit of Records. In accordance with generally accepted accounting principles,
District shall maintain reasonably full and complete records of the cost of and completion of •
services performed under this Agreement.. During the tern of this Agreement and for a period of
two years after termination of this Agreement, City shall have the•right to inspect and/or audit
District's records pertaining to this Agreement and the services to be performed thereunder at
District's office location. District agrees to make available all pertinent records for the purpose
of such inspection or audit at its offices during normal business hours and upon three days notice
from City.
17. Compliance with all Laws/Immigration Laws. All services provided shall
conform to all federal, state and local laws, rules and regulations. District shall be
knowledgeable of and comply with all local, state and federal laws, which may apply to the
performance of this Agreement. District warrants and represents that all of its employees, •
including any and all prospective employees hired to perform services for the City under this
Agreement and the employees of any subcontractor retained by the District to perform a portion
of services under this Agreement, are and will be authorized to perform the services , •
contemplated by this Agreement in full compliance with all applicable state and federal laws,
rules and regulations, including, but not limited to, the Immigration Nationality Act of 1952
5
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 10 of 16
commencing with Section 1101 of Title 8 of the United States Code), .and the Immigration
Nationality and the Immigration Reform and Control Act of 1986 (commencing with Section
1324a of Title 8 of the United States Code), as amended. The District agrees to indemnify and
hold the City, its officials, and employees harmless for, of and from any loss, including but not
limited to fines, penalties and corrective measures, the City may sustain by reason of the
District's failure to comply with said laws, rules and regulations in connection with the
performance of this Agreement.
18. Attorneys' Fees. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which it-may
be entitled. If the City is the prevailing party and uses in-house counsel in the litigation, it shall
be entitled to recover attorneys' fees at the hourly rate that Contractor is being charged by its
attorney or at the in-house counsel's,fully burdened rate,whichever is higher.
19. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California and District agrees to submit to the jurisdiction of
California courts.
20. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the services to be performed under this Agreement
shall be of any.force or effect unless such agreement is in writing and signed.by both parties.
Any services performed which is inconsistent with or in violation of the provisions of this
Agreement shall notthe compensated.
21. Notice. Except as otherwise provided herein,•all notices required under this
Agreement shall be in writing and delivered personally or by first class mail, postage prepaid, to
each party at the address listed below:
City of Orange
300 E. Chapman Avenue
Orange, CA 92866 •
Attn: Director of Community Services
Any such notice shall. be deemed to have been given upon delivery, if personally
delivered, or, if mailed, upon receipt or upon expiration of three (3) City business days from the
date of posting, whichever is earlier. Either party may change the address at which it desires to
receive notice upon giving written notice of such request to the other party.
Remainder ofpage intentionally left blank;signatures on next page]
DocuSign Envelope ID:96A5D5CE-66EE-4506-AA61-678FA7B54D11
Exhibit A: Page 11 of 16 •
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the .
year and day first above written. •
CITY OF ORANGE, a municipal corporation
By:
John W: Sibley, City Manager
APPROVED AS TO FORM:
Wayne W. Winthers, City Attorney
By:
Printed Name:
Title: