CACDD 2017 Senior Transportation Contract

AGREEMENT FOR SENIOR TRANSPORTATION SERVICES BETWEEN CITY OF APACHE
JUNCTION AND CENTRAL ARIZONA COUNCIL ON DEVELOPMENTAL DISABILITIES

PROJECT NO. PR-17-03

THIS AGREEMENT made and entered into by and between the CITY OF APACHE
JUNCTION ("City"), an Arizona municipal corporation, and Central Arizona Council on
Developmental Disabilities ("Contractor"), both whom shall collectively be referred to as the
“Parties”, or individually as a “Party”.

RECITALS

A. Contractor has responded to City’s request for proposal via RFP No. PR-17-03,
in which Contractor asserts its willingness, ability and qualifications to provide
this work and service (the “Work’”).

B. City and Contractor desire to set forth herein their respective responsibilities and
the manner and terms upon which Contractor shall render the services.

C. City has complied with the public bidding requirements under Arizona Revised
Statute Title 34 and Apache Junction City Code, Volume 1, Chapter 3:
Administration, Article 3-7, Procurement Procedure.

AGREEMENT

NOW, THEREFORE, City retains Contractor to perform, and Contractor agrees to
render the services in accordance with the terms and conditions set forth as follows:

1. PROJECT DESCRIPTION: Contractor shall do and perform or cause to be done and
performed in a good workmanlike manner, the Work in accordance with the contract documents
as fully described in the Notice Inviting Bid Proposals for Project No. PR-1 7-03, as well as
Contractor’s response, both of which include all required specifications, a copy of which are on
file with the City’s Parks and Recreation Department.

2. PRICES: Prices shall be governed under attached Exhibit A “Transportation Costs”, the
Contractor's response to Project No. PR-17-03 for performance of the Work.

3. CONTRACT TERM: The Initial Term of this agreement shall be from BM, 2 01
to June 30, 2018. Thereafter, this agreement shall automatically be renewed for fdr adUitional
one-year (1) periods with the final end date of June 30, 2022. The City reserves the right to
unilaterally extend any of the one-year (1) periods by thirty-one (31) days.

4, LABOR AND MATERIALS: Unless otherwise provided in the contract documents,
Contractor shall provide, pay and insure under the requisite laws and regulations for all labor,
transportation, and other related services necessary for the proper execution and completion of
the Work whether temporary or permanent, and whether or not incorporated or to be
incorporated in the Work.

5. TAXES: Contractor shall pay all license, sales, consumer, use and other similar taxes

for the Work or portions thereof provided by Contractor which are legally enacted at the time
bids are received whether or not yet effective or subsequently applicable due to acts of
jurisdictions or bodies other than City. Further, Contractor agrees to pay all applicable privilege
and use taxes that are applicable to the Work under the Agreement.

6. PERMITS & FEES: Unless otherwise provided in the contract documents, Contractor
shall secure and pay for all permits, governmental fees, licenses and inspections necessary for
the proper execution and completion of Work which are customarily secured after execution of
the contract and which are legally required. Contractor shall give all notices and comply with all
laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the
performance of the Work. Contractor represents and warrants that any license necessary to
perform the Work under this Agreement is current and valid. Contractor understands that the
activity described herein constitutes “doing business in the City of Apache Junction” and
Contractor agrees to obtain a business license pursuant to Article 8-2 of the Apache Junction
City Code, Vol. |, and keep such license current during the term of this Agreement. Contractor
also acknowledges that the tax provision of the Apache Junction Tax Code, Chapter 8A, may
also apply and if so, shall obtain a privilege license. Any activity by subcontractors within the
corporate city limits will invoke the same business and privilege license regulations on any
subcontractors, and Contractor ensures its subcontractors will obtain any required licenses. If
there are taxable activities, a business license shall be converted to a privilege license by the
Contractor and any subcontractors through the City Clerk’s Office.

7. INDEPENDENT CONTRACTOR: Contractor shall at all times during Contractor's
performance of the services retain Contractor’s status as an independent Contractor.
Contractor's employees shall under no circumstances be considered or held to be employees or
agents of City, and City shall have no obligation to pay or withhold state or federal taxes, or
provide workers compensation or unemployment insurance for or on behalf of them or
Contractor. Contractor shall supervise and direct the delivery of the materials using its best skill
and attention. Except as provided in this Agreement, Contractor shall be solely responsible for
all means, methods, techniques, sequences and procedures, and for coordinating all portions of
the Work required by the contract documents. Coniracior shall be responsibie to City for the
acts and omissions of its employees.

8. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall defend,
indemnify and hold harmless City, its elected officials, agents, and employees from and against
any and all liability including but not limited to demands, claims, actions, fees, costs and
expenses, including attorney and expert witness fees, arising from or connected with or alleged
to have arisen from or connecied with, relating to, arising out of, or alleged to have resulted from
the acts, errors, mistakes, omissions, Work of Contractor, its agents, employees, or any tier of
Contractor's subcontractors in the performance of this Agreement. Contractor’s duty to defend,
hold harmless and indemnify City, elected officials, appointees, agents, and employees shall
arise in connection with any tortious claim, damage, loss or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment, or destruction of property including loss
of use resulting therefrom, caused by an Contractor’s acts, errors, mistakes, omissions, or Work
in the performance of this Agreement including any employee of Contractor, any tier of
Contractor’s subcontractor or any other person for whose acts, errors, mistakes, omissions,
Contractor may be legally liable.

9. ENFORCED DELAYS (FORCE MAJEURE): Neither City nor Contractor, as the case
may be, shall be considered not to have performed its obligations under this Agreement in the

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event of enforced delay (an “Enforced Delay”) due to causes beyond its control and without its
fault or negligence or failure to comply with Applicable Laws, including, but not restricted to, acts
of God, fires, floods, epidemics, pandemics, quarantine, restrictions, embargoes, labor disputes,
and unusually severe weather or the delays of subcontractors or materialmen due to such
causes, acts of a public enemy, war, terrorism or act of terror (including but not limited to bio-
terrorism or eco-terrorism), nuclear radiation, blockade, insurrection, riot, labor strike or
interruption, extortion, sabotage, or similar occurrence or any exercise of the power of eminent
domain of any governmental body on behalf of any public entity, or a declaration of moratorium
or similar hiatus (whether permanent or temporary) by any public entity directly affecting the
Work. In no event will Enforced Delay include any delay resulting from unavailability for any
reason of labor shortages, or the unavailability for any reason of particular consultants,
subcontractors, vendors or investors desired by Contractor in connection with the Work.
Contractor agrees that Contractor alone will bear all risks of delay which are not Enforced
Delay. In the event of the occurrence of any such Enforced Delay, the time or times for
performance of the obligations of the Party claiming delay shall be extended for a period of the
Enforced Delay; provided, however, that the Party seeking the benefit of the provisions of this
Section shall, within thirty (30) calendar days after such Party knows or should know of any
such Enforced Delay, first notify the other Party of the specific delay in writing and claim the
right to an extension for the period of the Enforced Delay; and provided further that in no event
shall a period of Enforced Delay exceed ninety (90) calendar days.

10, GOVERNING LAW AND VENUE: The terms and conditions of this Agreement shall be
governed by and interpreted in accordance with the laws of the State of Arizona. Any action at
law or in equity brought by either Party for the purpose of enforcing a right or rights provided for
in this Agreement, shall be tried in a court of competent jurisdiction in Pinal County, State of
Arizona. The Parties hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either Party shall bring suit to enforce any term of
this Agreement or to recover any damages for and on account of the breach of any term or
condition in this Agreement, it is mutually agreed that the prevailing party in such action shall
recover all costs including: all litigation and appeal expenses, collection expenses, reasonable
attorneys’ fees, necessary witness fees and court costs to be determined by the court in such
action.

11. INSURANCE: Contractor, at its own expense, shall purchase and maintain the
minimum insurance and other additional requirements set forth herein.

All insurance required herein shall be maintained in full force and effect until all Work or service
required to be performed under the terms of the Agreement is satisfactorily completed and
formally accepted; failure to do so may, at the sole discretion of the City constitute a material
breach of this Agreement.

Contractor’s insurance shall be primary insurance as respect to City, and any insurance or self-
insurance maintained by City shall not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies or any breach
of an insurance policy warranty shall not affect coverage afforded under the insurance policies

to protect City.

The insurance policies, except Workers Compensation, shall contain waiver of transfer rights of
recovery (subrogation) against City, its agents, officers, officials and employees for any claims
arising out of Contractor's acts, errors, mistakes, omissions, Work or services.

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The insurance policies may provide coverage which contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to
the coverage provided to City under such policies. Contractor shall be solely responsible for the
deductible and/or self-insured retention and City, at its option, may require Contractor to secure
payment of such deductibles or self-insured retentions by a Surety Bond or an irrevocable and
unconditional letter of credit.

City reserves the right to request and to receive within ten (10) working days, certified copies of
any or all of the herein required insurance policies and/or endorsements. City shall not be
obligated, however, to review same or to advise Contractor of any deficiencies in such policies
and endorsements, and such receipt shall not relieve Contractor from, or be deemed a waiver of
City’s right to insist on strict fulfillment of Contractor's obligations under this Agreement.

The insurance policies, except Workers Compensation, required by this Agreement, shall name
City, its agent, officers, officials and employees as additional insured parties.

REQUIRED COVERAGE

Commercial General Liability

Contractor shall maintain Commercial General Liability insurance with a limit of not less than
$1,000,000 for each occurrence with a $2,000,000 Products/Completed Operations Aggregate
and a $2,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury,
broad form property damage, personal injury, products and completed operations and blanket
contractual coverage including, but not limited to, the liability assumed under the indemnification
provisions of this Agreement which coverage will be at least as broad as Insurance Service
Office, Inc. Policy Form CG 00011-93 or any replacement thereof. In addition, automobile
liability coverage of at least $1 million per occurrence or a combined single limit of at least
$1,000,000 is required. The auto liability policy should contain endorsements for hired autos,
non-owned autos and scheduled vehicles, as applicable to the Contractor's business.

Such policy shall contain a severability of interest provision, and shall not contain a sunset
provision or commutation clause, nor any provision which would serve to limit third party action
over claims.

The Commercial General Liability additional insured endorsement shall be at least as broad as
the Insurance Service Office Inc.’s Additional Insured, Form CG 20101185, and shall include
coverage for Contractor's operations and products and completed operations.

If required by this Agreement, if Contractor sublets any part of the Work, services or operations,
Contractor shall purchase and maintain, at all times during prosecution of the Work, services or
operations under this Agreement, City and Contractor’s Protective Liability insurance policy for
bodily injury and property damage, including death, which may arise in the prosecution of the
Contractor's Work or operations under this Contract. Coverage shall be on an occurrence basis
with a limit not less than $1,000,000 per occurrence, and the policy shall be issued by the same
insurance company that issues Contractor's General Liability insurance.

Workers Compensation
Contractor shall carry Workers Compensation insurance to cover obligations imposed by federal

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and state statutes having jurisdiction of Contractor's employees engaged in the performance of
the Work; and Employer's Liability insurance of not less than $100,000 for each accident,
$100,000 disease for each employee, and $500,000 disease policy limit.

In case any Work is subcontracted, Contractor will require subcontractor to provide Workers
Compensation and Employer's Liability to at least the same extent as required of Contractor.

Umbrella Policy

Contractor shall carry an umbrella policy with a limit not less than $5,000,000. The umbrella
policy shall cover claims that are uncovered by the primary policy and claims in excess of the
primary policy. The umbrella insurance policy shall cover those claims as primary insurance
and fill in the gaps in the underlying policies.

CERTIFICATE OF INSURANCE

Prior to commencing Work under this Agreement, Contractor shall furnish the City with
Certificates of Insurance, or formal endorsements as required by Agreement, issued by
Contractor's insurer(s), as evidence that policies providing the required coverages, conditions
and limits required by this Agreement are in full force and effect.

In the event any insurance policies required by this Agreement are written on a “claims made”
basis, coverage shall extend for two (2) years past completion and acceptance of the
Contractor’s Work or services and as evidenced by annual Certificates of Insurance, to be filed
with the City Attorney of City.

If a policy does expire during the life of the Agreement, a renewal certificate must be sent to City
thirty (30) days prior to the expiration date. All Certificates of Insurance shall be identified with
Bid serial number and title.

Insurance required herein shall not expire, be canceled, or materially changed without thirty (30)
days’ prior written notice to City.

12. SUCCESSORS & ASSIGNS: Neither party to this agreement shall assign the
obligations hereunder, nor shall the Contractor assign any monies due or to become due.

13. WRITTEN NOTICE: Written notice shall be deemed to have been duly served if
delivered in person to the individual or member of the firm or entity, or to an office of the
corporation for whom it was intended or if delivered at or sent registered or certified mail, return
receipt requested, and first class postage prepaid to the last business address known to them
who gives the notice.

14. SAFETY: Contractor and/or its subcontractors shall be solely responsible for job safety
at all times.

15. RIGHTS & REMEDIES: The duties and obligations imposed by the contract documents
and the rights and remedies available hereunder shall be in addition to and not a limitation of
any duties, obligations, rights and remedies otherwise imposed or available by law. No action
or failure to act by City or Contractor shall constitute a waiver of any right or duty afforded any of
them under the contract, nor shall any action or failure to act constitute an approval of or an

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acquiescence to any breaches hereunder except as may be specifically agreed to in writing.

16. TERMINATION OF CONTRACT: If, for any reason, the Contractor shall fail to fulfill in a
timely and proper manner it’s obligations under the contract, or if the Contractor shall violate any
of the covenants, agreements, or stipulations of the contract, the City shall thereupon have the
right to terminate the contract by giving written notice to the Contractor of such termination and
specifying the effective date thereof.

Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages
sustained by the City by virtue of any breach of the contract by the Contractor.

The Parties may terminate the contract at any time by giving at least ninety (90) calendar days
Notice of Intent to Terminate. If the contract is terminated by the City as provided herein, the
Contractor will be paid for the time expended and expenses incurred up to the termination date.

17, APPEALS: All contractual grievances shall be submitted in writing to the City Manager
within five (5) calendar days after the difference of opinion or grievance occurs relating to any of
the provisions of the terms of this Agreement. Within five (5) calendar days of receiving a
written grievance, the City Manager shall respond in writing. The City Manager’s decision shall
be final and binding, subject only to a further appeal in the Pinal County Superior Court pursuant
to A.R.S. § 12-901, et seq.

18. RECORDS: Records of Contractor's labor, payroll and other costs pertaining to this
Agreement shall be kept on a generally recognized accounting basis and made available to City
for inspection on request. Contractor shall maintain records for a period of at least three (3)
years after termination of this Agreement, and shall make such records available during that
retention period for examination or audit by City personnel during regular business hours.

19. | AMENDMENT: It is mutually understood and agreed that no alteration or variation of the
terms and conditions of this Agreement shall be valid unless made in writing and signed by the
parties hereto, and that oral understandings or agreements not incorporated herein shall not be
binding on the parties.

20. SEVERABILITY: City and Contractor each believe that the execution, delivery and
performance of this Agreement are in compliance with all applicable laws. However, in the
unlikely event that any provision of this Agreement is declared void or unenforceable (or is
construed as requiring City to do any act in violation of any applicable laws, including any
constitutional provision, law, regulation, or city code), such provision shall be deemed severed
from this Agreement and this Agreement shall otherwise remain in full force and effect; provided
that this Agreement shall retroactively be deemed reformed to the extent reasonably possible in
such a manner so that the reformed agreement (and any related agreements effective as of the
same date) provide essentially the same rights and benefits (economic and otherwise) to the
Parties as if such severance and reformation were not required. Unless prohibited by applicable
laws, the Parties further shall perform all acts and execute, acknowledge and/or deliver all
amendments, instruments and consents necessary to accomplish and to give effect to the
purposes of this Agreement, as reformed.

21. CONFLICT OF INTEREST: This Agreement is subject to, and may be terminated by
City in accordance with, the provisions of A.R.S. § 38-511.

22. TIME IS OF THE ESSENCE: Time is of the essence with respect to all provisions in this

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Agreement. Any delay in performance by either Party shall constitute a material breach of this
Agreement.

23. | PROHIBITION TO CONTRACT WITH CONTRACTORS WHO ENGAGE IN BOYCOTT
OF THE STATE OF ISRAEL: The Parties acknowledge A.R.S.§ 35-393 through 35-393.03, as
amended, which forbids public entities from contracting with Contractors who engage in
boycotts of the State of Israel. Should Contractor, or its subcontractors, under this Agreement
engage in any such boycott against the State of Israel, this Agreement is automatically
terminated. Any such boycott is a material breach of contract and will subject Contractor to
monetary damages.

24. COMPLIANCE WITH FEDERAL AND STATE LAWS: Contractor understands and
acknowledges the applicability of the American with Disabilities Act, the Immigration Reform and
Control Act of 1986 and the Drug Free Workplace Act of 1989 to the services performed under
this Agreement.

As required by A.R.S. § 41-4401, Contractor hereby warrants its compliance with all federal
immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A).
Contractor further warrants that after hiring an employee, Contractor will verify the employment
eligibility of the employee through the E-Verify program. If Contractor uses any subcontractors
in performance of services, subcontractors shall warrant their compliance with all federal
immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A), and
subcontractors shall further warrant that after hiring an employee, such subcontractor verifies
the employment eligibility of the employee through the E-Verify program. A breach of this
warranty shall be deemed a material breach of the Agreement that is subject to penalties up to
and including termination of this Agreement. Contractor is subject to a penalty of $100 per day
for the first violation, $500 per day for the second violation, and $1,000 per day for the third
violation. City at its option may terminate this Agreement after the third violation. Contractor
shall not be deemed in material breach of this Agreement if the Contractor and/or
subcontractors establish compliance with the employment verification provisions of Sections
274A and 274B of the federal Immigration and Nationality Act and the E-Verify requirements
contained in A.R.S. § 23-214(A). City retains the legal right to inspect the papers of any
Contractor or subcontractor employee who works under this Agreement to ensure that the
Contractor or subcontractor is complying with the warranty. Any inspection will be conducted
after reasonable notice and at reasonable times. If state law is amended, the Parties may
modify this paragraph consistent with state law.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be signed by their

duly authorized representative as of this /#—_ day of

ATTEST:
Kathleen Connelly a
City Clerk

=~ 9172

Richard J. Stern
City Attorney

Ag ws

: 2017.

CONTRACTOR:

CENTRAL ARIZONA COUNCIL ON
“Oreo I ISABILITIES

wf (OMe 7)

By: Doug Bacon

Title: Executive Director

CITY:

CITY OF APACHE JUNCTION
an Arizona municipal corporation

Ui U
By: Jeff Serdy

Title: City Mayor

STATE OF brizon ow)

)ss.
couNTY of Pinal)

The foregoing was subscribed and sworn to before me this / oT day of
Aus ast ; 20_/7, by Doug Bacon, as Executive Director of Central Arizona
Coufcil on Developmental Disabilities.

My Commission Expires:

Ye feceo

BYOLLY ZIRKAN-CLOYD
Netary Public - Arizona

Maricopa County )
My Comm. Expires Mar 6, 2020

STATE OF ARIZONA )
, )ss.
COUNTY OF __/(A/AC
The foregoing was subscribed and sworn to before me this Srebay of

EAST , 20/7, by Jeff Serdy, as Mayor of the City of Apache Junction,
Arizona, an Arizona municipal corporation.

My Commission Expires:

§Sl- 20
(seal)
NOTARY PUBLIC
STATE OF ARIZONA
= Maricopa County
SC JANET R MASON
My Commission Expires Auguet 31, 2020

EXIBIT A
Transportation Costs

1. TOTAL COST OF SERVICES: In accordance with the terms and conditions of this
Agreement, City shall compensate Contractor for senior transportation services in an
amount not to exceed $70,000 per year. This total is reliant on receiving all anticipated
gift and grant funds and program revenue to supplement the City’s expenses.

2. SENIOR TRANSPORTATION COSTS (HOME TO MGC): Senior transportation from
clients’ homes to and from the Multi-Generational Center (“MGC”) shall be charged at a
rate of $15.00 per client per round-trip. The route shall be coordinated by the Parties and
shall run Monday through Friday all days that the senior congregate meal program
operates. A minimum of five (5) clients shall be charged each day that transportation to

the MGC occurs.

3. SENIOR TRANSPORTATION COSTS (ADDITIONAL): Senior transportation to and
from medical and shopping trips shall be charged at a rate of $4.00 per mile and $24.00
per hour for each trip. Trips shall be scheduled on a case-by-case basis with the
Contractor only as funds are available.

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