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O2331City Council Meeting: 11-23-2010 Santa Monica, California ORDINANCE NUMBER 2331 (CCS) (City Council Series) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA GRANTING A TAXICAB FRANCHISE TO METRO CAB COMPANY, LLG, TO PROVIDE TAXICAB SERVICES IN THE CITY OF SANTA MONICA WHEREAS, on July 28, 2009, the .City Council ("Council") of the City of Santa Monica ("City") adopted Ordinance No. 2292 (CCS), establishing a taxicab franchise system in order to assure reliable, safe, quality taxicab services in the Gity and to eliminate undue congestion and air pollution, disorganization, and hazards associated with the City's previous open-entry regulated taxicab environment; and WHEREAS, City staff completed a competitive Request for Proposals process and evaluated the submitted proposals in accordance with criteria consistent with .the Santa Monica Municipal Code, in order to provide Council with recommendations for the award of franchises to taxicab companies; and WHEREAS, on October 12, 2010, Council adopted Resolution No. 10533 (CCS), declaring its intent to grant taxicab franchises to Bell Cab Company, Inc.; Independent Taxi Owners' Association (ITOA); Metro Cab Company, LLC; TMAT Corp., doing business as Taxi! Taxi!; and L.R. Taxi Cooperative, Inc., doing business as Yellow Cab Company, and setting a public hearing; and WHEREAS, on November 9, 2010, Council held a public hearing in accordance with City Charter Section 1601,. at which all interested persons were given an opportunity to be heard on all matters relative to the proposed granting of taxicab franchises; and WHEREAS, based on the foregoing, Council finds that Metro Cab Company, LLC, possesses the background, knowledge, experience and expertise necessary to provide efficient and effective taxicab services to the residents, visitors and other members of the community in the City, so as to support the granting of this Franchise to Metro Cab Company, LLC, upon the terms and conditions set forth herein. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. DEFINITIONS. Unless it is apparent from the context that it has a different meaning, each of the following words and phrases has the meaning stated in this Section wherever it is used in this Franchise: (a) CITY means the City of Santa Monica, a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is noW being conducted under the statutes of the State of California and the Charter of the City; (b) CO-OPERATIVE, ASSOCIATION or MEMBERSHIP means an independent taxicab enterprise or organization owned and operated by its Members for the financial benefit of its Members. Each authorized taxicab fleet slot correlates to a share or ownership in the Co-operative, Association or Membership; (c) COUNCIL means the City Council of the City of Santa Monica; (d) DEPARTMENT means the Police Department of the City; (e) DRIVER/MANAGER means any Member of a co-operative, association or membership Grantee, who drives, controls, and manages taxicabs for Grantee; 2 (f) GRANTEE means Metro Cab Company, LLC, a California limited liability company qualified to do business in the State of California and to which this Franchise has been granted; (g) INVESTOR/SHAREHOLDER means any Member of a co-operative, association or membership Grantee, who does not drive, control or manage taxicabs for Grantee; (h) LEASE DRIVER means a person who is an independent contractor possessing a valid Taxicab Driver's Permit and who drives a taxicab for Grantee; (i) .MEMBER means any individual person or Subchapter S corporation, as defined in the United States Internal Revenue Code Section 1361, who owns one or more taxicabs or shares, but not more than the maximum number authorized by this Ordinance, in Grantee. Only those individuals applying for Investor/Shareholder membership status may apply as a Subchapter S corporation; (j) STREETS means the public streets, roads, highways, freeways, lanes, alleys, sidewalks or parkways which now exist or which may hereafter exist within the City; (k) TAXICAB DRIVER means any person possessing a valid Taxicab Driver's Permit driving and in immediate possession of a taxicab for the purpose of providing taxicab transportation services in the City. A taxicab driver may be an employee of, a lease driver of, or a Member of Grantee; (I) TAXICAB DRIVER'S PERMIT means anon-transferable authorization for a taxicab driver to provide taxicab transportation services in the City; (m) TAXICAB FLEET means the total number of authorized taxicabs that is managed and controlled completely by Grantee, and not by a Member of Grantee; 3 (n) TAXICAB RULES means the rules and regulations established for taxicab operations in the City by the Department; (o) TAXICAB VEHICLE PERMIT means anon-transferable authorization for a specific taxicab to be driven or operated within the City forthe purpose of providing taxicab transportation services, whether as owner, lessor, lessee, or otherwise; SECTION 2. GRANT OF FRANCHISE. (a) Nature of Grant. The franchise hereby granted by City authorizes Grantee, subject to all the terms and conditions contained in this Ordinance, the Santa Monica Municipal Code, the Taxicab Rules, and all other applicable local, state, and federal law, rules and regulations pertaining to taxicab operations, to provide taxicab transportation services within the City, including picking up persons and property by taxicab within City boundaries, transporting such persons and property for hire over any streets from within or to the City, and standing taxicabs at designated taxicab stands within the City. (b) Term of Franchise. This Franchise shall become effective on January 1, 2011; provided that Grantee has filed with the City Clerk, within 10 days afterthe adoption of this Ordinance granting this Franchise, a written instrument, addressed to Council, accepting and agreeing to comply with all the terms and conditions of this Franchise. Failure to timely accept this Franchise as set forth in this Section may make this Franchise null and void. This Franchise shall expire at 11:59 P.M., PST, on December 31, 2015, unless revoked or terminated earlier by City, or unless extended by City in its sole and absolute discretion. 4 (c) Suspension of Franchise. City may, after due notice and an opportunity to be heard, suspend Grantee's operations under this Franchise for one or more days pursuant to Santa Monica Municipal Code Section 6.49.050, under any of the following grounds: (1) Material noncompliance with any term or condition of this Franchise, the Santa Monica Municipal Code, Taxicab Rules, or other City orders or directives, when such noncompliance has not been cured after reasonable written notice thereof and opportunity to cure; (2) Grantee accumulates penalty points in a specified period of time in an amount greater than the allowed threshold level as provided by resolution of Council pursuant to Santa Monica Municipal Code Section 6.49.150; (3) . Grantee fails to pay any monetary penalties in accordance with the procedures set forth in Santa Monica Municipal Code Section 6.49.-150 and any resolutions or schedules adopted thereto; or (4) Any of the grounds set forth in Santa Monica Municipal Code Section 6.49.050. Any suspension of Grantee's taxicab operations may affect any extension of the term of this Franchise and may lead to assessment of monetary penalties in addition to or as an alternative to suspension; or recommendation for revocation of this Franchise. (d) Revocation and Termination of Franchise. City may, after due notice and an opportunity to be heard, revoke and terminate Grantee's Franchise pursuant to Santa Monica Municipal Code Section 6.49.050, under any of the following grounds: (1) Grantee has illegally conducted any type of public transportation operation within the City; 5 (2) Any term or condition of this Franchise becomes invalid or unenforceable and Council expressly finds that such term or condition was a consideration material to the grant of this Franchise; (3) The public interest would be served by revocation and termination of this Franchise; or (4) Any of the grounds set forth in Santa Monica Municipal Code Section 6.49.050, subdivision (b). (e) Cumulative Remedies. City's right to suspend, revoke or terminate this Franchise pursuant td this Section are in addition to all other rights and remedies which may otherwise accrue to City by reason of any failure or refusal of Grantee to perform any obligation imposed by the terms and conditions of this Franchise. SECTION 3. CONSTRUCTION OF FRANCHISE. (a) Interpretation. Unless otherwise specified, the following terms govern the interpretation and construction of this Franchise: (1) The singular number includes the plural, and the plural number includes the singular; (2) Time is of the essence of this Franchise. Grantee will not be relieved of its obligation to promptly comply with any provision of this Franchise by any failure of City to enforce prompt compliance with the same or any other provisions; (3) Any right or power conferred, or duly imposed upon, any officer, employee, or department of City is subject to transfer by operation of law to any other officer, employee, or department of City; 6 (4) Grantee will have no recourse whatsoever against City for any loss, cost, expense, or damage arising out of any provision or requirement of this Franchise or the enforcement thereof; (5) This Franchise does not relieve Grantee of any requirement of the City. Charter, the Santa Monica Municipal Code, or any local ordinance, rule, or regulation, other than exceptions expressly set forth in this Franchise; and (6) This Franchise does not constitute an exclusive grant of any right to carry persons or property for hire within the City. (b) Limitations upon Grantee. (1) This Franchise does not grant or confer any privilege or exemption upon Grantee except as otherwise specifically provided herein. (2) This Franchise is a privilege to be held in personal trust by Grantee. Grantee shall not sell, lease, assign, hypothecate, or otherwise transfer or dispose of this Franchise or any interest herein directly or indirectly, by operation of law or otherwise, without the prior written consent of City, expressed by ordinance, and then only under such terms and conditions as may be prescribed therein. Any attempt to do so without City's consent shall be null and void, and any purchaser, lessee, assignee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted sale, lease, assignment, hypothecation or transfer. Any such sale, lease, assignment, or other disposition of this Franchise shall be evidenced by a duly and jointly executed instrument in writing addressed to Council and filed with the City Clerk. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Grantee or of any general partner or joint venturer or Member of Grantee, if a partnership orjoint venture or 7 membership exists, .which shall result. in changing the control of Grantee, shall be construed as an assignment of this Franchise. Control means fifty percent (50%) or more of the voting power of the organization. (c) Rights Reserved to City. (1) There is reserved to City every right and power that is allowed or provided by any provision of the City Charter and the Santa Monica Municipal Code, as may be amended from time to time. Grantee, by its acceptance of this Franchise, agrees to be bound by and to comply with any action or requirement of City in its exercise of any such right or power. (2) Neither the granting of this Franchise nor any of its provisions shall constitute a waiver or bar to the exercise of any governmental right or power of City. SECTION 4. COMPENSATION. (a) By its acceptance of this Franchise, Grantee agrees to pay to City all applicable fees and payments, including the annual franchise fee, Taxicab Vehicle Permit fee, and Taxicab Driver's Permit fee for each authorized taxicab in Grantee's taxicab fleet. (b) Grantee, at its sole expense, shall obtain and maintain during the term of this Franchise all required business and professional permits, licenses and. certificates. SECTION 5. TAXICAB FLEET. (a) Fleet Size. Grantee is authorized by this Franchise to provide taxicab services in the City through a taxicab fleet consisting of a maximum of 50 vehicles. The 8 number of vehicles authorized in Grantee's taxicab fleet shall be set until modified by Council. (b) Fleet Makeup -Wheelchair Accessible Vehicles. At least 5 ofthe authorized taxicab fleet vehicles must be side-loading wheelchair accessible vehicles in compliance with the Americans with Disabilities Act ("ADA") and Taxicab Rules: The City Manager or his or her designee may require that Grantee increase the minimum number of wheelchair accessible vehicles within its authorized taxicab fleet and may specify vehicle service availability for general wheelchair accessible trips notwithstanding any existing contractual arrangements. (c) Operational Schedule. (1) Except as otherwise provided in this Ordinance, within the first month of the effective date of this Franchise, Grantee must place 45 vehicles certified as Super Ultra-Low Emission Vehicles ("SULEV") by the California Air Resources Board ("GARB"), and 5side-loading wheelchair accessible taxicabs, into service. (2) Grantee's taxicab fleet must be fully operational in accordance with this Ordinance within the first month of the effective date of this Franchise, unless otherwise authorized in writing by the City Manager or his or her designee, in his or her sole and absolute discretion. Grantee may, upon written application to and authorization by the City Manager or his or her designee, adjust Grantee's taxicab fleet make-up. Any adjusted fleet make-up must be consistent with Grantee's proposed fleet submitted in Grantee's March 2010 response to the Request for Proposals issued in January 2010. (d) Continuous Operation. After Grantee shall have established taxicab services pursuant to this Franchise, Grantee must ensure that, except for necessary repairs, all its 9 taxicabs are available for service at all times, and such service may not be suspended or abandoned unless such suspension or abandonment is authorized or ordered, in writing, by the City. (e) Request for Reduction in Taxicab Fleet. Whenever Grantee may file a written application with the City Clerk alleging that the public convenience and necessity no longer requires Grantee to furnish taxicab services with the number of vehicles authorized under this Franchise, Council will take evidence at a public hearing upon that question and make a finding with respect thereto. Notice of such hearing will be given for a period of at least 15 days prior thereto by posting such notice in each of Grantee's taxicabs; such notices, in a form satisfactory to City, are to be posted by Grantee. If Council finds after the public hearing that the public convenience and necessity no longer requires Grantee to furnish taxicab services with the number of vehicles authorized under this Franchise, Council may authorize suspension or abandonment of such service upon such reasonable terms and conditions as may be prescribed therein. SECTION 6. OPERATIONS AND SERVICE -GENERAL. (a) Compliance with Laws. (1) All vehicles, equipment and appurtenances used underthis Franchise shall be operated and maintained in accordance with applicable local, state and federal laws, rules and regulations. Grantee is responsible for the compliance of its Members and drivers, whether employees, lease drivers, or otherwise, with all such laws, ordinances, rules and regulations. 10 (2) The number of taxicabs, the manner and time of taxicab operations, the transportation service provided, and the rates or fares charged, shall at all times conform to such rules and regulations as may from time to time be fixed or prescribed by the Department or City. (b) Supervision. Grantee shall provide 24-hour road and office supervision. (c) Discount Reimbursement. Grantee shall reimburse its drivers the amount of the discount on taxicab fares required to be provided to seniors and passengers with disabilities, as set by resolution of Council. (d) Complaint Resolution Procedure. Grantee shall establish a procedure, subject to City approval, for the review and resolution of complaints from the public and violations of company rules and Taxicab Rules by Grantee's officers, Members, employees, and drivers. Grantee shall provide to City a monthly summary ofthe number of public complaints received. (e) Management Personnel Information. Grantee shall provide to City, and keep current, a list of the following: (1) The Board of Directors and officers; (2) All Members, by class of membership and the number of shares held by each Member; (3) All management and administrative personnel and theirjob titles; and (4) -All lease and employee drivers. (f) Management Personnel. Grantee shall have full-time management, subject to City approval, which approval shall not be unreasonably withheld, to direct activities of the organization. City may review management credentials and background experience of 11 management personnel, including a criminal history and fingerprint check. Responsibilities include, but are not limited to, establishing, maintaining and reporting the taxicab operations and records; collecting and paying applicable fees; conducting day to day activities, including but not limited to managing and operating the taxicab fleet; representing Grantee in disputes and discussions between regulatory agencies and Grantee, its drivers and Members; and adhering to Grantee's Management/Business Plan. Management is not precluded from membership or ownership in Grantee. (g) Management/Business Plan ("Plan"). Grantee shall submit annually to City for City approval a Plan as set forth herein and in the Taxicab Rules. The Plan shall establish Grantee's approach and methods to be used in meeting the requirements of this Franchise, the Santa Monica Municipal Code, the Taxicab Rules, and City, state and federal law, rules and regulations. The Plan will be used as the basis for evaluating Grantee's capability to provide taxicab services in accordance with the service demands of the public and City standards. Any specific sub-items and components under each Plan category will be supplied by City, as may be amended from time to time. Minimum categories to be addressed in the Plan include: (1) Grantee Organizational Structure and Procedures; (2) Management/Administrative Structure and Procedures; (3) Financial Status and Related Information; (4) Dispatch and Communications -Description of Facilities, Personnel and Technology; (5) Operating Location(s), Storage/Parking of Vehicles, Maintenance and Inspection -Description of Facilities and Personnel; 12 (6) Programs and Activities for Driver Training, Testing, Supervision and Social Benefits; (7) Vehicle Maintenance and Inspection; (8) Procedures for Maintaining Service Levels, Programs for Addressing Service Deficiencies; (9) Service/Operation Procedures for Discipline, Driver Evaluation, Complaint Processing and Accident/Safety Control; (10) Special Programs, Agreements and Services; (11), Record Keeping; and (12) Grantee's Plan Evaluation & Response to Changes or Additions. Grantee shall comply with its Plan at all times. City may review Grantee's adherence to the Plan at any time as deemed necessary by City. SECTION 7. OPERATIONS AND SERVICE -TAXICABS. (a) Taxicab Vehicle Permits. Grantee is responsible for paying the annual taxicab vehicle permit fee for all taxicabs in its fleet, in accordance with the fee specified by resolution of Council, as of the effective date of this Franchise. Taxicab vehicle permits expire each June 30th thereafter, and Grantee is responsible for paying the annual taxicab vehicle permit fees and obtaining annual taxicab vehicle permits for all taxicabs in its fleet in accordance with Santa Monica Municipal Code Section 6.49.040(1)(2). (b) Taxicab Operations. All taxicabs used by Grantee within the City must be operated in accordance with; and Grantee shall not permit any taxicab to be driven which is in violation of, this Franchise, the Santa Monica Municipal Code, and Taxicab Rules. 13 (c) Registration and Acquisition of Vehicles. All taxicabs operated under this Franchise must be registered to either Grantee or a Member of Grantee. Taxicabs must either be owned by Grantee, a Member, a commercial lending agency, or leased from a licensed leasing agency whose primary business is the sale or leasing of vehicles. Any taxicab utilized by Grantee which is owned by it or one of its Members shall have been acquired by way of bona fide purchase, lease, or other transaction approved by the City.. Grantee or Member shall submit to City, upon request, the method utilized for vehicle acquisition. Members may sell or transfer a share or taxicab under these same provisions. (d) General Vehicle Maintenance and Repairs. Grantee shall, at its sole expense, monitor and be responsible for all maintenance, repair, and replacement of Grantee's and any driver/manager Member's managed taxicabs. Preventive maintenance must be performed at least in accordance with manufacture recommendations for each taxicab. A copy of maintenance inspection reports, including any repair documentation, shall be filed with City. (e) Age of Vehicles. No taxicab fleet vehicle authorized by this Franchise shall be in excess of the years of age set forth in the Taxicab Rules unless otherwise authorized in writing by City in its sole and absolute discretion (f) Off-Street Parking Facilities. Grantee shall provide garaging or other off-street parking facilities within one-half mile of its main operating location(s), or as specified by the City, where Grantee's taxicabs are to be parked when not in service or when not being repaired or when not in the possession of a taxicab driver. Grantee shall have sufficient vehicle parking capacity within the main operating location(s) or the garaging oroff-street 14 parking facilities to meet the requirements for Grantee's operations, including but not limited to vehicle inspection and maintenance, administrative functions, and training. SECTION 8. OPERATIONS AND SERVICE -DRIVERS. (a) Authorized Drivers. Grantee shall not issue or dispatch any taxicab operated on behalf of this Franchise to any driver who is in violation of any terms of this Franchise, the Santa Monica Municipal Code, Taxicab Rules, or any other applicable law, rule or regulation. (b) Taxicab Driver's Permits. Grantee is responsible for paying the annual taxicab driver's permit fee for all its taxicab drivers, in accordance with the fee specified by resolution of Council, as of the effective date of this Franchise. Taxicab driver's permits expire each June 30th thereafter and Grantee is responsible for paying the annual taxicab driver's permit fees and obtaining annual taxicab driver's permits for all its taxicab drivers in accordance with Santa Monica Municipal Code Section 6.49.070(e). (c) Work Shifts. Drivers must check in with Grantee at the beginning and end of each shift, and such activity shall be recorded by Grantee. Grantee must maintain daily logs to indicate the vehicle and driver assignments for each shift at all times. Grantee or a driver/manager Member shall make all such assignments. Grantee shall issue and collect waybills in the manner and within the time limits established by the Taxicab Rules. Grantee shall review waybills upon collection to ascertain that the required information is fully and accurately provided. (d) .Independent Contractor Drivers. Grantee and its driver/manager Members are authorized to provide taxicab services through a contracting or leasing type of 15 operation with an independent contractor driver. No independent contractor driver may subcontract or sublease the vehicle, or the right to operate the vehicle, to another person. All contracting or leasing arrangements shall be evidenced in writing and subject to City approval. Such lease contract shall provide for the collection and documentation of lease fees by Grantee and driver/manager Members. The lease contract shall not be instituted or changed without City approval. The independent contractor driver shall not use a taxicab as the driver's personal vehicle within the City except when driving to orfrom the beginning or ending of a work shift. Grantee shall maintain current files of all lease contracts in a central location, filed by driver, to verify compliance with these requirements. (e) Training Program. Grantee shall provide a comprehensive screening, testing and training program for all its drivers, including independent contractor drivers. The training program, including curriculum and delivery, must be approved by City and must include City and state rules and regulations; geography, including map reading, major points of interest in the City, and familiarity with the City and surrounding areas; driver safety and defensive driving; vehicle safety and maintenance/inspection checks; customer service and relations; sensitivity guidelines for disabled, frail and elderly passengers; behind the wheel driver training; and accessible vehicle operation training and CPR certification or equivalent for accessible vehicle drivers. City may authorize or require additional training program components, a change in delivery of program components, or a training facilitator or program outside of Grantee's program at Grantee's or driver's cost if City deems such change will best serve the public interest. (f) Drug and Alcohol Testing. Grantee is responsible for scheduling pre- employment and pre-permitting driver drug and alcohol testing and for enrolling all current 16 drivers in a mandatory controlled substance and alcohol testing certification program as mandated by California Government Code Section 53075.5, and which follows program components and testing requirements of the Federal Code of Regulations, Title 49, Part 40 and Part 382, as amended. Testing shall be conducted as a condition for initial driver permit authorization. Annual testing shall be conducted as a condition for permit renewal. Random testing may be conducted and additional tests may be required, including post accident testing, rehabilitation and return-to-service testing, and reasonable suspicion testing. Drivers must show a valid California driver's license at the time and place of testing. Grantee shall contract with a consultant (program administrator) and authorized lab approved under the Federal Register to facilitate the program and shall provide a copy of the contracts to City. Test results shall be provided to Grantee as the employing entity. Information shall be supplied to City pertaining to any positive test results and shall include driver name, identifying information, and driver permit status, including any entry into a rehabilitation program. Specific driver test results shall remain confidential, on file by driver with Grantee, but testing information, including date of annual test and random test, and positive or negative results, shall be available for City's review. Cost of testing shall be the driver's responsibility, if the driver is an independent contractor of Grantee, or Grantee's responsibility, if the driver is an employee. In accordance with the Federal Code of Regulations, Grantee's certification program must include information regarding-the controlled substance and alcohol use policy and procedures as well as educational materials made available to all drivers and other pertinent staff. Grantee or its authorized agency must advise drivers of the resources 17 available to them to resolve problems associated with misuse of alcohol and controlled substances. Materials for education ahd company policies must be made available to all current and potential drivers and a signed statement of their receipt shall be in every permitted driver's file and retained by Grantee. Grantee shall train supervisory personnel in accordance with federal guidelines in order to determine whether reasonable suspicion exists to require a driver to undergo additional testing. Grantee shall use custody and control forms similar to that used under the federal testing guidelines. Any changes in the federal program guidelines or other state mandates will be considered by City for modification to Grantee's program. (g) Social Benefits Programs. Grantee shall comply with all applicable local, state and federal rules, regulations and statutes concerning mandated social benefits programs for employees. It shall be the sole responsibility of Grantee to determine whether legislation concerning these social benefits applies to Grantee's operations. SECTION 9. OPERATIONS AND SERVICE -DISPATCH, COMMUNICATION AND SERVICE REPORTING. (a) Radio Frequencies. Grantee shall have authorized usage of an FCC- assigned radio frequency(s) and shall maintain the capability of two-way voice radio communication in working order in each taxicab operating within the City under the authorized frequency(s). Grantees operating within the same areas of the City must use separate frequencies within the same areas. Grantee shall notify the City in writing of such frequency(s) to be used in all areas of the City. 18 (b) Computer Dispatch System and Order Data. Grantee shall implement and maintain a computer dispatch system capable of digital data communication and geographically identifying each service call. The computer dispatch record keeping system must also be capable of determining who is driving a particular taxicab at any time. Grantee shall record and store service data using computer dispatch time stamping for each telephonic or other equivalent call received and include time call was received, time of order reservation, time of order acceptance by driver, time of arrival at service location, time of taximeter activation, time of taximeter deactivation, and length of trip in miles. Grantee shall provide total telephonic or other equivalent service order data to the City monthly, within the first week of the following month in which data was collected, in a transfer and data format as prescribed by the City. This requirement does not preclude City. personnel from reviewing Grantee's dispatch records via a modem or equivalent connection and browsing or retrieving information. Grantee shall also supply summary monthly data reports from telephonic or other equivalent service calls as prescribed by the City, and as may be changed from time to time by the City, with minimum reporting requirements required at the beginning of this Franchise to include service response data summaries by the following categories: service area; vehicle; wheelchair accessible vehicle; and wheelchair accessible vehicle, for wheelchair accessible requested trips, aggregated for all vehicles in service. Each of the foregoing categories will include the total number of trips separated into response categories, including response time up to 15 minutes, between 16 and 30 minutes, between 31 and 60 minutes, greater than 60 minutes, and no show or no load. 19 City may require that trips completed through requests from outside contracts or agreements be reported separately. Response time is defined as the period of time from dispatch of the fare (when the trip is first offered or designated by dispatcher) to activation of the taximeter as denoted in the dispatch record. Arrival time may be used in lieu of taximeter activation if the taxicab is equipped with an automatic vehicle location system that can identify and verify in the dispatch record that the vehicle was within one-quarter (1/4) mile of the arrival target, or as otherwise defined, established and authorized by the City. Grantee shall have 6 months from the effective date of this Franchise to establish computer dispatch including communication with each vehicle's digital mobile data system and reporting to the City, unless the City Manager or his or her designee authorizes an extension of time in writing. (c) Telephonic Service Order Response Data. Grantee shall provide a computerized method or telephone company switching program to obtain information pertaining to telephonic or other equivalent order response. The system must be capable of identifying and storing information pertaihing to each call received; including the length of time required to answerthe call and the length of time each call was placed on hold, if at all. Grantee shall provide total telephonic or other equivalent service order response data to the City monthly, within the first week of the following month in which data was collected, in a transfer and data format as prescribed by the City. 20 Grantee shall also supply summary monthly data reports aggregated from total telephonic or other equivalent service order response data, as prescribed by the City, with minimum reporting requirements required at the beginning of the Franchise to include: (1) Total number of telephonic or other equivalent service calls received; (2) Total number of telephonic or other equivalent service calls answered in more than 45 seconds; and (3) Total number of telephonic or other equivalent service calls placed on hold longer than two minutes during any period of the reservation process. (d) Statistical Operating Data. Grantee shall provide summary statistical operating data to the City monthly in written form pertaining to all taxicabs and types of service requests provided within the City. Summary data shall include at minimum the total number of all trips provided, total miles driven, total paid miles driven, total gross revenue received, total shifts assigned, and total number of telephonic or other equivalent service orders received. City may in its discretion direct Grantee to supply additional information. SECTION 10. INSPECTION OF PROPERTY AND RECORDS. (a) At all reasonable times at the City's request, Grantee shall permit any authorized officer, employee or agent of the City to inspect all property of Grantee, and to examine and transcribe any and all books, accounts, papers, maps, and other records kept or maintained by Grantee with respect to Grantee's operations, affairs, transactions, .property or financial condition. If any of the books, accounts, papers, maps, or other records referenced in this Section are kept outside the City and the City determines that an 21 examination of such materials is necessary or appropriate, then all travel and maintenance expenses necessarily incurred in making such examination shall be paid by Grantee. (b) Grantee shall prepare and furnish to the City, at all times and in the form prescribed by the City, such data with respect to Grantee's operations, affairs, transactions, property or financial condition as may be reasonably necessary or appropriate. Requested data may include but is not limited to: membership, lease driver, and employee records; waybills; maintenance records; financial statements; insurance policies; taxicab fleet schedules; dispatch records; vehicle records; affirmative action records; and contracts. (c) Failure to comply with any City request for any information may in the City's sole and absolute discretion result in temporary suspension of Grantee's operations. (d) All records shall be .maintained in accordance with generally accepted accounting principles and clearly identified and readily accessible. Representatives of City or its designees shall be allowed free access to Grantee's books and records, and have the rights to examine, audit and make transcripts therefrom as necessary, and inspect all work, data, documents, proceedings and activities related to this Franchise. SECTION 11. INSURANCE REQUIREMENTS. (a) In accordance with the requirements of the Santa Monica Municipal Code and Taxicab Rules, Grantee shall procure and at all times maintain an insurance policy covering all vehicles operating under this Franchise. Insurance premiums must be paid in advance for a minimum six-month period. Any vehicle operating without the required coverage shall be considered under suspension, regardless ofwhetherthe City is aware of the lack of coverage. 22 (b) Grantee shall obtain comprehensive general liability insurance, to include contractual liability, in such amounts as the City Risk Manager may from time to time require, insuring against any claims arising out of the. activities of Grantee and its Members, employees and drivers. (c) Grantee shall file evidence of insurance with the City, along with proof of payment of the minimum six-month premium, in such form as required by and subject to the approval of the City Risk Manager, prior to the commencement of operations underthis Franchise. Grantee shall maintain such evidence on file with the City throughout the term of this Franchise. (d) Grantee's failure to procure and maintain the required insurance shall constitute a material breach of contract under which the City may immediately suspend or revoke and terminate this Franchise. Monetary penalties may also be assessed. (e) Grantee shall submit to the City a quarterly summary of all taxicab accidents including date of accident, driver name and identifying information, and vehicle number. The City may direct Grantee to supply additional information or specify a form for such reporting. SECTION 12. INDEMNIFICATION, DEFENSE, HOLD HARMLESS. Exceptforthe sole and active negligence or willful misconduct of the City, Grantee agrees to defend, indemnify and hold harmless -City (including but not limited to the City's departments, members of its Council, boards and commissions, officials, officers, agents, employees, volunteers, assigns, and successors in interest) from and against all suits and causes of action, claims, losses, demands and expenses, including but not limited to: attorney's fees 23 and cost of litigation; damage or liability of any nature whatsoever; death or injury to any person, including Grantee and any of Grantee's Members, employees and agents; or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of, or incident to, the performance of this Franchise on the part of Grantee or subcontractor of any tier. Grantee shall give the City prompt and timely written notice of any claim made or suit instituted coming to Grantee's knowledge which may in any way directly or indirectly, contingently or otherwise, affect either party, and both shall have the right to participate in the defense of same to the extent of its own interest. Approval of insurance policies by the City shall in noway affect or change the terms and conditions of this indemnity agreement. SECTION 13. NONDISCRIMINATION. .Grantee shall not discriminate in its membership or employment practices against any Member or employee or applicant for membership or employment, and shall not discriminate in providing taxicab services under this Franchise, because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, medical condition, HIVlAIDS ordisability, and shall comply with the requirements of City, state and federal law, rules and regulations. SECTION 14. WAIVER. A waiver by City of any breach of any term, covenant, or condition contained ih this Franchise shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in Franchise. 24 SECTION 15. MONETARY PENALTIES FOR VIOLATIONS OF FRANCHISE ORDINANCE TERMS AND CONDITIONS. The City may levy a monetary penalty on Grantee forfailure to abide by the terms and conditions of this Franchise, as an alternative to, or in addition to, suspension of this Franchise. Any of the following activities constitute a violation of the terms and conditions of this Franchise and may subject Grantee to a monetary penalty. The City's monetary assessment for a second, third and subsequent offense, as noted in the schedule herein, shall only be applied. to the same offense. (a) Failure to submit to the City any requested or required information as specified in this Ordinance. (b) Fraudulent reporting to the City of any requested or required information, including any tampering of files, data, or reports necessary to provide the required information. (c) Operation of unlicensed or unauthorized vehicles as taxicabs in the City, including but not limited to the operation of previously approved taxicabs with suspended, canceled or revoked vehicle permits and the use of vehicles licensed as taxicabs only in other jurisdictions. (d) .Conducting any illegal or unauthorized type of public transportation operation. (e) Unauthorized sale, lease, assignment, or other disposition of this Franchise. (f) Falsification of or failure to inform membership/share ownership changes. (g) Operation of a taxicab without approved insurance on file with the City. (h) Failure to timely submit required taxicab insurance documents to the City. (i) Failure to provide taxicab preventive maintenance service. 25 Q) Failure to provide drivers, Members or personnel with training as specified in this Ordinance or as detailed in Grantee's Plan. (k) Failure to adhere to the policies and procedures in Grantee's Plan. (I) Failure to provide City personnel access to Grantee's property and records. The City may levy the following schedule of monetary penalties for these violations against Grantee: (a) Up to $10,000 for the first offense. (b) Up to $25,000 for the second offense within a 12-month period. (c) Up to a maximum of $50,000 for third and subsequent offenses within subsequent 12-month periods. Monetary penalties imposed pursuant to the foregoing schedule are subject to the hearing procedure specified in Santa Monica Municipal Code Section 6.49.150, as may be amended from time to time. SECTION 16. REQUIREMENTS OF A CO-OPERATIVE, ASSOCIATION OR MEMBERSHIP ORGANIZATION. If Grantee is a co-operative, association or membership organization, the following restrictions apply: (a) The number of Members and shares shall each be limited to the total number of taxicabs authorized for Grantee underthis Franchise. Joint Memberships are prohibited. (b) Members shall be limited to owning a maximum of five percent (5%) of the total taxicabs and shares authorized for Grantee with the maximum figure determined by rounding the number of vehicles and shares equivalent to five percent (5%) of the fleet to the nearest whole number. 26 (c) An Investor/Shareholder Member shall not drive, control or manage any taxicab in Grantee. All taxicabs owned by an Investor/Shareholder shall be controlled and managed completely by Grantee, on the Investor/Shareholder's behalf, pursuant to aCity- approved contract, between the Investor/Shareholder and Grantee. The Investor/Shareholder shall have no control over or perform any function for a taxicab under the control of Grantee other than being the registered owner of the taxicab. (d) A Driver/Manager Member may not control or manage more than 3 taxicabs in Grantee. All taxicabs owned by a Driver/Manager in excess of 3 and any others that the Member does not control or manage shall be classified as Investor/Shareholder memberships and shall be controlled and managed completely by Grantee, on the Member's behalf, pursuant to aCity-approved contract, between the Member and Grantee. Grantee shall ensure that all Driver/Manager Members comply with all City laws, rules and regulations and this Ordinance relating to the number of vehicles managed. (e) Members must qualify for a Taxicab Vehicle Permit under the current standards established by the City. (f) If any Taxicab Vehicle Permit is revoked, any Driver/Manager Member who was the cause of such revocation or cancellation will be subject to revocation or cancellation of his or her Taxicab Driver's Permit and will be precluded from operating a taxicab or exercising any other rights granted by such Taxicab Driver's Permit. Any Driver/Manager Member whose Taxicab Driver's Permit is revoked or canceled must convert all Driver/Manager memberships into Investor/Shareholder memberships or transfer membership and any other taxicabs owned by the Member shall be operated, 2~ controlled and managed by Grantee on the Member's behalf, pursuant to aCity-approved contract, between the Member and Grantee. (g) Grantee shall ensure that each Driver/Manager Member is aware of and complies with any requirement of the City regarding the filing of an annual profit and loss .statement. Grantee shall submit the required statistical information quarterly or as directed by the City. (h) Grantee shall require all Members to enter into a security agreement, subject to City approval, as a condition of membership in Grantee. By such agreement, the Member grants to Grantee a security interest in the Member's taxicabs to ensure the Member's compliance with his or her obligations as a Member. (i) Grantee shall establish a procedure for the approval, transfer, and sale of memberships and a procedure for dismissal of Members. Grantee shall provide information to each Member pertaining to the Member's role in the organization, the City and the taxicab industry, basic record keeping and reporting requirements, the City's rules and regulations, and any other information required by the City. (j) All agreements, including any security or membership agreements, and all contracts, including those under which the co-operative operates vehicles on behalf of its Members, that affect the method by which taxicabs are operated or service is provided, shall be subject to review and approval by the City. (k) Grantee shall obtain vehicle liability insurance for all vehicles in the taxicab fleet; contract with lease drivers for all vehicles in the taxicab fleet; provide maintenance for all vehicles in the taxicab fleet; provide a computer dispatch service; collect and maintain all records, including waybills, pertinent to its taxicab operations; collect vehicle lease fees 28 for vehicles in the taxicab fleet; notify Driver/Manager Members and drivers of violations and hearings; and make all vehicle and driver assignments for vehicles it controls on behalf of Members. SECTION 17. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional. SECTION 18. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within 15 days after its adoption. This Ordinance shall become effective 30 days from its adoption. APPROVED AS TO FORM: MA A J I S MOUT IE City Attorne 29 Approved and adopted this 23rd day of November, 2010. am O'Connor, Mayor Pro Tem State of California ) County of Los Angeles ) ss. City of Santa Monica ) I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Ordinance No. 2331 (CCS} had its introduction on November 9th, 2010, and was adopted at the Santa Monica City Council meeting held on November 23rd, 2010, by the following vote: Ayes: Council members: Bloom, Davis, Holbrook, McKeown, O'Day Mayor Pro Tem O'Connor Noes: Council members: None Abstain: Council members: None Absent: Council members: Mayor Shriver A summary of Ordinance No. 2331 (CCS} was duly published pursuant to California Government Code Section 40806. ATTEST: Maria M. Stewart, ity Clerk