HomeMy WebLinkAboutContracts & Agreements_233-2018 FUNDING AGREEMENT
BETWEEN
OMNITRANS
AND
CITY OF REDLANDS
This Funding Agreement for Measure I funds ("Agreement') by and between the City of
Redlands, a municipal government and Omnitrans, a Joint Powers Authority and a Consolidated
Transportation Services Agency ("Omnitrans"), is entered into this I g TH day of
DELL-H$E�- , 2018 The City of Redlands and Omnitrans are sometimes individually
referred to as "Party" and collectively as "Parties "
RECITALS
WHEREAS, in its capacity as the Consolidated Transportation Services Agency
("CTSA") for the San Bernardino Valley, Omnitrans has the ability to provide Measure I funds
to other entities for projects that improve mobility for persons with disabilities, senior citizens,
and persons of low income, and
WHEREAS, the City of Redlands currently operates its Senior Transportation Program
which provides transportation to seniors who are physically or mentally unable to use other
forms of transportation Service is operated with two 14-passenger vans equipped with
wheelchair lifts to provide weekday dial-a-ride service to destinations within the City, and
WHEREAS, the City of Redlands would like to continue operating its Senior
Transportation Program ("Project"), and
WHEREAS, Omnitrans desires to provide operating assistance funds to the City of
Redlands, on a reimbursable basis, for the Project, and
WHEREAS, the parties wish to enter into this Agreement to document the terms and
conditions of Omnitrans funding of the Project
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS
1 Project Description_The City of Redlands will continue to operate its dial-a-ride
transportation program for seniors who reside in the City, serving the senior center, medical
facilities, shopping centers, and other destinations in the community The service is provided
with two 14-passenger vans which are owned, maintained, and operated by the City of Redlands,
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as set forth in the City of Redlands' Project, attached hereto as Exhibit A Any proposed
amendment to Exhibit A must be agreed to in advance by the parties pursuant to a written
amendment
2 Term This Agreement will be for a term of two (2) years and shall expire on December
31, 2020, unless otherwise terminated as provided for in this Agreement or extended by written
agreement between the parties
3 Funding Amount The amount to be paid to the City of Redlands under this Agreement
will not exceed$113,103 35 in operating expenses, with an annual not to exceed amount of
$56,255 55 in Year 1 and $56,847 80 in Year 2 unless agreed to in advance by the parties
pursuant to a written amendment In no instance will Omnitrans be liable for any payments or
costs for work in excess of these amounts, nor for costs not listed in Project Budget, attached
hereto as Exhibit B
4 Payment
a On a monthly basis, the City of Redlands will provide Omnitrans with an invoice for
reimbursement pursuant to Subsections 4 b and 4 c , below
b Payments for operating expenses to the City of Redlands hereunder will be made in
arrears City of Redlands will submit a detailed and properly documented invoice for
reimbursement not more often than monthly, which invoice will include (1) a
description of the work performed, and (u) a detailed accounting of costs incurred
c Payments for capital expenses, including but not limited to vehicles, may be
requested in advance, upon presentation of a valid vendor invoice for such purchases
d The City of Redlands will be notified within ten (10) business days following receipt
of its invoice by Omnitrans of any circumstances or data in the City of Redlands's
invoice that would cause withholding of approval and subsequent payment The City
of Redlands's invoice will include documentation of reimbursable expenses and
billed items sufficient for Omnitrans, in its opinion, to substantiate billings
Ommtrans reserves the right to withhold payment of disputed amounts
e At no time shall payments from Omnitrans be used to supplant any existing funding
source for the City of Redlands's Senior Transportation Program The City of
Redlands shall notify Omnitrans of any potential loss of funding for the existing City
of Redlands services within ten (10) business days of learning of the funding loss
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5 Progress Reports In cooperation with Omnitrans, the City of Redlands shall develop
national ridership data reporting mechanisms sufficient for reporting as part of the NTD
(National Transit Database) reporting system, and shall provide such data to Omnitrans monthly
6 Advisory Committee Participation The City of Redlands shall attend and participate in
advisory committee meetings, as mutually agreed upon by Omnitrans and the San Bernardino
County Transportation Authority
7 Compliance with Laws The City of Redlands will comply with all applicable federal,
state, and local laws, codes, ordinances, regulations, orders, circulars, and directives, including,
without limitation (i) all regulatory requirements associated with the funding provided to the
City of Redlands for this Project, (ii) all disability laws, and (iii) non-discrimination and equal
opportunity laws Any failure by the City of Redlands to comply with such laws may result in
the termination of this Agreement or such other remedy as Omnitrans deems appropriate
8 Independent Contractor The City of Redlands, and the agents and employees of the City
of Redlands, in the performance of this Agreement, will act as and be independent contractors,
and not officers, employees, or agents of Omnitrans The City of Redlands, its officers,
employees, agents, and contractors, if any, will have no power to bind or commit Omnitrans to
any decision or course of action, and will not represent to any person or business that they have
such power The City of Redlands has and will retain the right to exercise full control of the
supervision of the Project, and over the employment, direction, compensation, and discharge of
all persons assisting in the performance of the work funded by this Agreement The City of
Redlands will be solely responsible for all matters relating to the payment of its employees and
contractors, including but not limited to, compliance with all laws, statutes, and regulations
governing such matters
9 Termination
a Omnitrans may terminate this Agreement for cause by giving the City of Redlands a
notice of default and intention to terminate the Agreement ("Termination Notice")
The notice will be deemed served and effective for all purposes on the date it is
deposited in the U S mail, certified, return receipt requested, addressed to the City of
Redlands at the address indicated in Section 19 below
b Upon receipt of a Termination Notice, the City of Redlands shall have 30 days in
which to cure the stated violation(s) and to provide to Omnitrans sufficient evidence
that the violations have been cured If the City of Redlands has not cured within 30
days of such notice, or has not provided sufficient evidence of such to Omnitrans, the
Agreement shall be terminated, effective immediately
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e Omnitrans may also terminate this Agreement in the event of Measure I or federal
grant funding shortfall, upon 15 days written notice Such notice will be served and
effective as set forth in Subsection 9 a , herein
d Omnitrans may also terminate this Agreement in the event of a funding shortfall for
the City of Redlands's Senior Transportation Program or the failure to provide notice
to Omnitrans of such funding shortfall, as required pursuant to section 4 e In the
event the City of Redlands fails to provide the notice required pursuant to section 4 e ,
Omnitrans is not required to give the City of Redlands an opportunity to cure such
violation
e If Omnitrans issues a Termination Notice or terminates this Agreement due to a
funding shortfall, Omnitrans will reimburse the City of Redlands for work actually
performed up to the effective date of the Termination Notice, subject to the
limitations in Section 4, and less any compensation to Omnitrans for damages
suffered as a result of the City of Redlands's failure to comply with the terms of this
Agreement
f The City of Redlands will have the right to terminate this Agreement in the event
Omnitrans is unable to make required payments In such event the City of Redlands
will provide Omnitrans with seven (7) days written notice of termination The notice
will be deemed served and effective on the date it is deposited in the US mail,
certified, return receipt requested, addressed to Omnitrans at the address indicated in
Section 19 Ommtrans will make payment to the City of Redlands through the date of
termination, subject to the provisions of Section 4 above, and less any compensation
to Ommtrans foi damages suffered as a result of the City of Redlands's failure to
comply with the terms of this Agreement
10 Assignment The parties understand that Omnitrans entered into this Agreement based
on the Project proposed by The City of Redlands Therefore, without the prior express written
consent of Omnitrans, this Agreement is not assignable by The City of Redlands either in whole
or in part
11 Binding Agreement This Agreement will be binding on the parties hereto, their assigns,
successors, administrators, executors, and other representatives
12 Amendments No alteration or variation of the terms of this Agreement will be valid
unless made in writing and signed by the parties hereto, and no oral understanding of agreement
not incorporated herein, will be binding on any of the parties hereto
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13 Contractors and Subcontractors The City of Redlands will be fully responsible for all
work performed by its contractors and subcontractors Omnitrans reserves the right to review and
approve any contract or agreement to be funded in whole or in part using funds provided under
this Agreement in excess of$25,000.
14 Indemnification The City of Redlands shall defend, indemnify and hold Omnitrans, its
directors, officials, officers, employees, agents and/or volunteers free and harmless from any and
all liability from loss, damage, or injury to property or persons, including wrongful death, in any
manner arising out of or incident to any acts, omissions or willful misconduct of the City of
Redlands or any of its directors, officials, officers, employees, agents, volunteers, or service
providers arising out of or in connection with the City of Redlands's performance of this
Agreement, including, without limitation, the payment of consequential damages and attorneys'
fees Further, the City of Redlands shall defend, at its own expense, including the payment of
attorneys' fees, Omnitrans, its officials, officers, employees, agents and/oi volunteers in any legal
action based upon such acts, omissions or willful misconduct The City of Redlands shall
reimburse Omnitrans, its directors, officials, officers, employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided
15 Insurance The City of Redlands shall require all contractors or consultants hired to
perform work or services on the Project to obtain, and require their sub-consultants and sub-
contractors to obtain, insurance of the types and in the amounts described below and satisfactory
to Omnitrans Such insurance shall be maintained throughout the term of this Agreement, or until
completion of the Project, whichever occurs last Upon request, the City of Redlands will
provide written certificates evidencing compliance to Omnitrans
a Commercial General Liability Insurance Occurrence version commercial general
liability insurance of equivalent form with a combined single limit of not less than
$1,000,000 00 per occurrence If such insurance contains a general aggregate
limit, it shall apply separately to the Project or be no less than two times the
occurrence limit Such insurance shall
(1) Name Omnitrans, its officials, officers, employees, agents, and consultants
as an additional insured with respect to performance of the work or
services on the Project and shall contain no special limitations on the
scope of coverage or the protection afforded to these insured,
(2) Be primary with respect to any insurance or self-insurance programs
covering Omnitrans, its officials, officers, employees, agents, and
consultants, and
(3) Contain standard separation of insured provisions
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Business Automobile„Liability,Insurance Business automobile liability insurance
or equivalent form with a combined single limit of not less than $1,000,000 00 per
occurrence Such insurance shall include coverage for owned, hired and non-
owned automobiles
c Workers' Compensation Insurance Workers' compensation insurance with
statutory limits and employers' Iiability insurance with limits of not less than
$1,000,000 00 each accident
16 Audit An independent auditor shall audit the City of Redlands's use of Project funds no
less than annually The City of Redlands agrees to supply Omnitrans with a copy of any audit of
Project related activities performed
17 Retention and Inspection of Records
a The City of Redlands, including any contractors or subcontractors, will retain all
driver training records and vehicle maintenance and safety records
b Omnitrans or its designee will have the right to review, obtain, copy, and audit all
books, records, computer records, accounts, documentation and any other materials
pertaining to performance of this Agreement (collectively "Records"), including any
Records in the possession of any contractors or subcontractors The City of Redlands
agrees to provide Omnitrans or its designee with any relevant information requested
and will permit Omnitrans or its designees access to its premises, upon reasonable
notice, during normal business hours, for the purpose of interviewing employees and
inspecting and copying such Records for the purpose of determining compliance with
any applicable federal and state Iaws and regulations
c The City of Redlands further agrees to maintain all Project Records for a period of
four (4) years after final payment under the Agreement or four (4) years from the
conclusion or resolution of any and all audits or litigation relevant to this Agreement
and any amendments, whichever is later If so directed by Omnitrans upon expiration
of this Agreement, the City of Redlands will cause all Records relevant to the Project
to be delivered to Omnitrans as depository
18 Signs_ The City of Redlands will include the Omnitrans logo and/or Measure I signage
on Project related marketing materials and on vehicles operated with Omnitrans funding,
including
a Vehicles purchased or operated with Measure I funds shall display signs clearly
visible to riders indicating the vehicle is funded in part through Measure I funding
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b Signage must conform with approved Measure I signage and be approved by
Omnitrans
19 Notices All notices hereunder shall be in writing and shall be effective upon receipt All
notices and communications, including invoices, between the Parties to this Agreement shall be
either personally delivered, sent by first-class mail, return receipt requested, or sent by overnight
express delivery service, postage or other charges fully prepaid, as follows
TO OMNITRANS TO THE CITY OF REDLANDS
Omnitrans City of Redlands
1700 West Fifth Street 111 West Lugonia
San Bernardino, CA 92411 Redlands, CA 92374
ATTN Director Special Transportation ATTN Dave Jaffe
Services Recreation Coordinator
20 Waivers No waiver of any breach of this Agreement will be held to be a waiver of any
prior or subsequent breach The failure of Omnitrans to enforce at any time the provisions of this
Agreement or to require at any time performance by the City of Redlands of these provisions,
will in no way be construed to be a waiver of such provisions nor to affect the validity of this
Agreement or the right of Omnitrans to enforce these provisions
21 Litigation The City of Redlands will notify Omnitrans immediately of any claim or
action undertaken by it or against it that affects of may affect this Agreement or Omnitrans, and
will take such action with respect to the claim or action as is consistent with the terms of this
Agreement and the interests of Omnitrans
22 Non-Liability of Omnitrans Omnitrans shall not be liable to the City of Redlands or any
third party for any claim for loss of profits or consequential damages Further, Omnitrans shall
not be liable to the City of Redlands or any third party for any loss, cost, claim or damage, either
direct or consequential, allegedly arising from a delay in performance or failure to perform under
this Agreement
23 Costs and Attorneys' Fees If either party commences any legal action against the othei
party arising out of this Agreement or the performance thereof, the prevailing party in such
action may recovei its reasonable litigation expenses, including court costs, expert witness fees,
discovery expenses, and reasonable attorneys' fees
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24. Governing Law and Choice of Forum This Agreement will be administered and
interpreted under California law as if written by both parties Any litigation arising from this
Agreement will be brought in the Superior Court of San Bernardino County
25 Integration This Agreement represents the entire understanding of Omnitrans and the
City of Redlands as to those matters contained herein and supersedes all prior negotiations,
representations, or agreements, both written and oral This Agreement may not be modified or
altered except in accordance with Section 12
25 Severability If any term or provision of this Agreement or the application thereof to any
person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances other than
those to which it is invalid or unenforceable, will not be affected thereby, and each term and
provision of this Agreement will be valid and will be enforced to the fullest extent permitted by
law, unless the exclusion of such term or provision, or the application of such term or provision,
would result in such a material change so as to cause completion of the obligations contemplated
herein to be unreasonable
27 Headings The headings of the various sections of this Agreement are intended solely for
convenience of reference and are not intended to explain, modify, or place any interpretation
upon any of the provisions of this Agreement
28 Authority Each person signing this Agreement on behalf of a party hereby certifies,
represents, and warrants that he or she has the authority to bind that party to the terms and
conditions of this Agreement
29 Ownership, Permission City of Redlands represents and warrants that all materials used
in the performance of the Project work, including, without limitation, all computer software
materials and all written materials, are either produced or owned by the City of Redlands or that
all required permissions and license agreements have been obtained and paid for by the City of
Redlands The City of Redlands will defend, indemnify and hold harmless Omnitrans and its
directors, officers, employees, and agents from any claim, loss, damage, cost, liability, or
expense to the extent of any violation or falsity of the foregoing representation and warranty
30 Counterparts This Agreement may be executed in multiple counterparts, each of which
will constitute an original, and all of which taken together will constitute one and the same
instrument
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31 Press Releases The City of Redlands will obtain Omnitrans' prior written approval of
any press releases, or other public outreach materials, that include any reference to Omnitrans or
depiction of the Omnitrans logo
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement, as of the
date first appearing above
[Signatures on following page]
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SIGNATURE PAGE
TO
FUNDING AGREEMENT
BETWEEN
OMNITRANS
AND
CITY OF REDLANDS
By
cots Graham
CEO/General Manager Mayor
Omnitrans City of Redlands
ATTEST:(��- � L�
Appro st Joanne Donaldson, City Clerk
Omn rans Legal Counsel City of Redland. e 1 Counsel
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EXHIBIT A
Project Narrative
The Sensor Transportation Program was designed by the City of Redlands to meet the
transportation needs of senior citizens and people with disabilities in the Redlands Community
The service is available to residents of the City of Redlands who are 55 years of age and older or
who are physically or mentally unable to utilize other forms of transportation The service has
been in operation since July 2002, with Measure I Funding assisting with costs since May 2016
Currently the City of Redlands employs three part time and one full time drivers with Class B
licenses to operate two 14 passenger Class C-CNG Mini Bus with a wheelchair lift to provide
local dial-a-ride service used for trips within the city for health care and shopping, and to/from
the senior center for nutritional meals, a variety of activities and socialization Service is offered
Monday-Friday 8 00 a m -3 30 p in (except on major holidays) Services are provided on a first-
come, first-serve basis, with priority given to medical appointments Bus passes are available for
purchase for a cost of$17 50 (10 rides)
Measure I Funding for the period December 2018 —December 2020, is paramount to the
continuation of this valuable service in the amounts listed at Exhibit B
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EXHIBIT B
Proiect Budget
Exhibit A
PROPOSER PROJECT BUDGET r �
Agency Name City of Redlands
Project Title Senior Transportation Pro rate ]R 'A17�9T�aaa�
EXPENSES P.m IT. Doc 18 Doc 19 Jan 20 One 20 TOTAL
Salaries by Position orcUe btnor's)
(Example dnvors scheduler tratneretc.)
A Shuttle Onver I(i�100% 5 41,8C0 00 5 42,900.00 5 84,700.00
B Taxes&Benefits 5 29,270 00 S 21 500.00 5 58,870.00
C S $ $
❑ $ $ 5
F S $ S
F a S S
Total Salaries&Elanafits S 71 170.00 S 70 400.00 S 141,570 00
Non,Personnal Expenses,
(Example'fuet rent insurance utilities etc.)
A.Whole Fuel $ 6,500.00 S 7200,00 S 13,700 00
B Vehicle Insurance $ $ $
C Vehicle Maintenance 5 6,00000 5 7000.00 S 13,00000
rJ Madteling S 1 ciao 00 5 1.000.00 S 2 000 CO
E Cell Phone{Driver) $ 1 016 00 S 080.00 S 1 875 CO
F $
Total Nan-Personnal Expenses S 14,515.00 $ 15,860.00 $ 30.375.00
Administrative Overhead(calculated at 3%) S 2,570.55 S 2,587 80 5 6158.35
TOTAL PROJECT EXPENSES $ 88,255.55 $ 88,047.80 S 1T7,103.35
REVENUES
Agency Match(Cash)
(Example General Fund CD❑G Donations etc)
A 5 $ $
t3 $ $ $
C $ 5 $
D S S S
E 5 S 5
F 3 8 5
Total Cash Match $ $ $
Agency Match(In-Kind) P+I .rw
Salaries by Position(V cu9 A Wlro )
A PT Program Assistant 2Q 100?'u S 32001100 S 32,000.00 5 6d,000.00
B S 5 3
G $ $ $
❑ 5 5 S
E ; $ 3
F $ S $
G S $ $
Total t •Klad Match S 32 00000 S 32.000.00 5 04,000 00
Measure I Request $ 56,256.55 $ 56,847.a0 $ 113,103.35
TOTAL REVENUES $ a8t,255.55 ; 88,847.80 $ 177,103.35
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