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HomeMy WebLinkAboutContracts & Agreements_150-2002_CCv0001.pdf FUNDING AND COOPERATIVE SERVICE AGREEMENT FOR THE REDLANDS RUBBER-TIRED TROLLEY PROJECT I. PARTIES AND DATE This implementation and operating agreement ("Agreement") for The Redlands Rubber-Tired Trolley Project ("Project") is made and entered into this 4`h day of September, 2002 by and between the City of Redlands, a municipal corporation ("City") and Omnitrans, a joint powers authority established under the laws of the State of California ("Omnitrans"),who together are sometimes referred to herein as the "Parties." II. RECITALS 1. This AGREEMENT is made by and between the City of Redlands and Omnitrans for the coordination of the funding, implementation, and operation of the Redlands Rubber-Tired Trolley Project. 2. The purpose of this Agreement is to describe the respective rights and obligations of City and Omnitrans relative to the coordination of the Redlands Rubber- Tired Trolley project ("Project"). The project shall include the purchase and operation of three (3) rubber-tired trolleys, and the construction and operation of a Lf CNG fueling facility within the City of Redlands. 3. Omnitrans has provided public transit service to the San Bernardino Valley area since 1976. Omnitrans provides the general public with safe, convenient public transportation in the county of San Bernardino by coordinating and cooperating in route planning with regional planning entities, providing route schedules and transfer privileges, b 6 zn establishing fare structures and disseminating information relative to public transportation. 4. The City of Redlands is located in the Countv of San Bernardino and Omnitrans currently provides the City's public transit services with respect to both fixed route and demand response services. 5. Omnitrans and the City of Redlands desire to enter into a cooperative service agreement for the coordination of the funding, implementation, and operation of the Redlands Rubber-Tired Trolley Project. 6. NOW, THEREFORE, in consideration of the mutual promises contained herein, the City and Omnitrans agree as follows: 111. FUNDING TERMS 1. The Parties acknowledge that Omnitrans was awarded Congestion, Mitigation and Air Quality("CMAQ") program funding in an amount not to exceed $2,040,389; and 2. Additional funding will be provided through Omnitrans by the Federal Transit Administration ("FTA") under a Section 5309 grant in an amount of$1,577,128. 3. Omnitrans will provide a proportionate share of local matching funds in the form of passenger fares and TDA funds in amount of$265,135 to match CMAQ funding. 4. City shall provide its required share of local matching funds in an amount of $394,287. 5. These amounts shall be used towards the purchase of three (3) rubber-tired trolleys and the Construction of a Liquified/Compressed Natural Gas ("L/CNG") fueling facility within the City of Redlands. IV. AGREEMENT 1. Purchase and Ownership of Trolley Cars. Omnitrans shall purchase three (3) trolley cars for the City, two of which are contemplated for continuous operation with the third trolley car serving as a spare replacement vehicle for the periods when one of the other vehicles is non-operational. The trolley cars shall be delivered by Omnitrans to the City, at which time the City shall take title and ownership. In the event the Project ceases operation, the trolley cars shall be returned to Omnitrans by the City, and ownership of the trolley cars shall, at that time, revert to Omnitrans. Prior to return of the trolley cars to Omnitrans, the City shall repaint the trolley cars to a color scheme acceptable to Omnitrans at the City's cost. If all or a portion of the Agreement is terminated prior to the required period of performance, or at any time during the Project, then the City shall pay Omnitrans the remainine, value of City's pro rata share of funding, established under a straight-line methodology, with no residual, for remaining useful life of the L/CNG facility and/or the trolleys purchased under the terms of this Agreement. Trolley Car Finish and Equipment Detail, Durinan, Operation of the Project, the trolley cars shall display both the City's and Omnitrans' logos. In addition, the names of the City's "Sister Cities" may be placed on the trolley cars, provided the design of the names does not interfere with any other markings or signage on the vehicles. The trolley cars shall be handicapped accessible and compliant with the Americans with Disabilities Act. In addition, the City shall provide Omnitrans-compatible cell phones, which shall be used by each trolley car operator for emergency communications and other service related matters. 3. Term and Operation. The term of this Agreement shall be from the date of execution of this Agreement through and until the period of performance established by the Parties has ended, unless the Agreement earlier terminated under the terms described herein. It is anticipated that the trolley cars will be placed into operation concurrent with Omnitrans' scheduled April 2003 service change(s). The City and Omnitrans acknowledge that this target date is based upon an estimated six-month time period from the date of Omnitrans' award of the purchase contract for the trolley cars to the date of delivery to Omnitrans,/'Contractor, to the City's taking title of the three vehicles. 4. Trolley Car Routes, The principal routes shall service the geographical area in and around downtown Redlands, and such other areas as mutually agreed upon by Omnitrans and the City. At the commencement of the Project, it is anticipated that the trolleys will run two routes (similar to nos. 30 and 3 1) currently serviced by Omnitrans. 3 The City will be required to assume any incremental costs incurred by Omnitrans as a result of any service enhancements beyond Omnitrans' established parallel demand response service area as established in existing ADA guidelines. 5. Maintenance, Service, Fueling and Storage. Omnitrans andl/or its designated Contractor shall be responsible for all maintenance, repairs, and storage of the trolley cars, as well as the provision of all drivers for the trolley cars under similar contractual arrangements Omnitrans currently uses Transportation Concepts of Irvine, California to operate its contracted services operations. The trolleys will be fueled at the Citys Corporate Yard located at 1270 W. Park Avenue. The City will be reimbursed by the CMAQ grant for up to 88.5% of its fuel and/or maintenance costs incurred, and the remaining costs for fuel shall be charged to Omnitrans' local match component. Provided the City secures an appropriate Title 13 exemption from the California Highway Patrol, the trolleys may be fueled at the Omnitrans facility located at 1700 West Fifth Street, San Bernardino, California 92411, in the event of an emergency, and/or on a limited and temporary basis, The trolleys shall be stored at 234 South "I" Street, San Bernardino, California 92410, unless an alternate site is mutually authorized in writing by the Parties, or Omnitrans requires an alternate storage site in the event or an emergency. t� 6. Reporting Obligations. Omnitrans/Contractor shall be responsible for all required reporting for the Project to the National Transit Database. Under FTA guidelines, Omnitrans shall also keep and maintain all records associated with the Project in auditable condition, and in compliance with all local, state and federal requirements of all agencies and entities providing funding for the Project, for a period of three (3)years. Omnitrans staff shall be notified at the outset of this Agreement of all audit requirements placed on the City as a result of this Agreement. 4 i Trolley Car Route Stops. Trolley car stops along the service route shall be Z� installed and maintained by Omnitrans. The signage for such stops shall include both the City and Omnitrans' logos, unless agreed otherwise in writing by the Parties. 8. Passenger Fares. Passenger fares shall be established in accordance with Omnitrans' adopted fare policy. Fare boxes may be non-electronic models that satisfy Omnitrans' requirements. Omnitrans shall retain all fares or other revenues collected under the terms of this Agreement and the Redlands Rubber-Tired Trolley Project. 9. Standard of Care. Omnitrans shall operate the Project with all due diligence in a skillful and competent manner. Omnitrans represents to the City that it and/or its contractors has or will have all licenses, permits, qualifications and approvals of whatever nature that are legally required to operate the Project. Omnitrans will provide City with a list of potential contractors, and will notify City of any changes to such list. Omnitrans further represents and warrants that it and/or its contractors shall keep in effect all such licenses, permits, insurance and other approvals during the term of this Agreement. Any damage to a trolley caused by Omnitrans and/or its contractors will be repaired to Omnitrans' satisfaction. 10. Service Changes. Omnitrans may, upon ninety (90) days written notice, make service changes which may affect the Redlands Rubber-Tired Trolley Project. Major sen7ice changes shalt be made only after compliance with public hearing requirements of Section 9(c)(3)(H) of the Surface Transportation Assistance Act of 1982, as amended. Omnitrans may temporarily add service to relieve overloads or expected overload conditions on any service, provided that the City is given written notification by Omnitrans of the service increase and the estimated duration of the temporary demand within thirty(30) days of the commencement of the added service. 5 11. Insurance. Omnitrans shall obtain insurance of the types and amounts as described hereunder with respect to the performance of its obligations under this Agreement and the Redlands Trolley Project. Omnitrans may meet the requirements of this section through a program of legal self-insurance. Omnitrans shall charge CMAO for 88.5% of the total cost of insurance, including administration costs, and the remainin,, costs for insurance shall be charged to Omnitrans' local match component. A. Commercial General Liability Insurance. Omnitrans shall maintain Commercial General Liability Insurance or equivalent form with a limit of not less than $10,000,000 per occurrence. Such insurance shall: i. Name the City of Redlands, its officers, elected officials, and employees as additional insureds. Such insured status shall contain no special limitations on the scope of its protection to the above-listed insureds. ii. Be primary with respect to any insurance or self-insurance programs covering the City of Redlands its officers and employees and assigns. iii. Contain standard separation of insureds provisions. B. Business Automobile Liability Insurance. Omnitrans shall maintain business automobile liability insurance or equivalent in form with a combined single limit of not less than $10,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. C. Workers' Compensation Insurance. Omnitrans shall maintain workers' compensation and employers' liability insurance that meets or exceeds minimum statutory requirements in the state of California. D. CertificatesZInsurer ratingZCancellation Notice. i. Omnitrans shall, prior to commencement of the Project, furnish to the City, of Redlands properly executed certificates of insurance, and certified copies of endorsements, and policies if requested by the City of Redlands- which shall clearly evidence all insurance required by this Section. Omnitrans shall not allow such insurance to be cancelled, allowed to expire or to be materially reduced in coverage except upon thirty days prior written notice to the City of Redlands. 6 ii. Omnitrans shall maintain such insurance from the time the Agreement commences until the Project is completed, except as may be otherwise required by this Section. iii. Omnitrans shall place insurance with insurers having an A.M. Best rating of no less than A and licensed to conduct business in California. iv. Omnitrans shall replace certificates, policies and endorsements for any insurance expiring prior to completion of the Project. V. Prior to subcontracting any portion of the project operation, Omnitrans will verify that all insurance requirements have been met by the contractor and direct contractor to provide evidence of insurance to the City of Redlands. 12. Indemnification. Omnitrans shall indemnify, hold harmless and defend City and its elected officials, agents, and employees from and against any and all claims, losses or liability, including attorney's fees, arising from injury or death to persons or damage to property occasioned by any negligent or wrongful act, omission or failure of Omnitrans, its officers, agents, employees and/or its contractors in performing the services required by this Agreement. This indemnification shall survive the termination or expiration of this Agreement, and Omnitrans' obligations under this provision shall not be limited in any way by any terms of this Agreement, or the insurance limits. The City shall indemnify, hold harmless and defend Omnitrans and its elected officials, agents, and employees from and against any and all claims, losses or liability, including, attorney's fees, arising from injury or death to persons or damage to property occasioned by any negligent or wrongful act, omission or failure of the City, its officers, agents, employees and/or its contractors in performing the services required by this Agreement. This indemnification shall survive the termination or expiration of this Agreement, and the City's obligations under this provision shall not be limited in any way by any terms of this Agreement, or the insurance limits. 7 13. Confidentiality. Any Omnitrans materials to which the Contractor or its agents or assigns has access or materials prepared by the Contractor during the course of this Agreement shall be held in confidence by the Contractor, who shall exercise all reasonable precautions to prevent the disclosure of confidential information to anyone except the officers, employees and agents of the Contractor as necessary to accomplish the rendition of services set forth under this Agreement. Contractor shall not release any reports, information of promotional materials prepared in connection with this Agreement, whether deemed confidential or not, without zl� the approval of the Omnitrans' Director of Marketing. 14. Reserved. 15. Termination. Omnitrans may terminate this Agreement with or without cause at any time by giving the City ninety (90) calendar days written notice. Notice of termination shall be by certified mail. Upon termination, Omnitrans and the City of Redlands shall pay the Contractor its allowable costs incurred to date of termination and those costs deemed necessary by Omnitrans to effect termination. In the event that the City of Redlands at any time during the entire term of this Agreement breaches the requirements or conditions of the Agreement, and does not within ten (10) calendar days of receipt of notice from Omnitrans cure such breach or violation, Omnitrans may immediately terminate this Agreement. If the City does not cure such breach or violation within ten days, Omnitrans may terminate this Agreement immediately for any subsequent breach or violation without any notice to the City of Redlands. 16. Conflict of Interest. Depending on the nature of the work performed, the City and Omnitrans are subject to the same conflict of interest prohibitions established by the Federal Transit Administration and California law that govern Omnitrans employees and officials (Cal. Gov't Code Section 1090 et sea. and Cal, Gov't Code Section 87100 et seg. . During the proposal process or the term of the Agreement, the City's representatives may be required to disclose their financial interests. 8 17. Federal Requirements. This project may be financed in part by funds from the Federal Transit Administration. Accordingly, federal requirements apply to this t5 contract and if those requirements change, then the changed requirements shall apply to the project as required. The City shall conduct itself so that all aspects of the operation and implementation of this Agreement, and any aspect of the City's participation in this Agreement and the actions contemplated of it by this Agreement, will be in compliance with terms of the grant which is being sought and with all applicable federal, state or local law or regulation, including law or regulation related to environmental review of the improvements. The City agrees to comply with the Certification Letter and Incorporated Capital Assistance Protective Arrangement pursuant to Section 5333(b). These protections will be referenced in the grant application, and in the contract of assistance between Omnitrans and the FTA to be entered into after the grant application is submitted to the FTA, as one of the conditions of the approval of the grant application by the FTA. 18. ADA Requirements. The City agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. Sections 12 101 et seg. and 49 U.S.C. Section 322; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. app.Section 1612; and implementing regulations, as may be amended. 19. Advertising. City agrees not to use the name of Omnitrans or to quote the opinion of any of Omnitrans' employees in any advertising without obtaining the prior written consent of Omnitrans' Director of Marketing. 20. Assignment and Delegation. City shall neither delegate any duties or obligations under this Agreement nor assign, transfer, convey, sublet or otherwise dispose of the Agreement or its right, title or interest in or to the same, or any part thereof, without previous consent in writing of the Oranitrans' CEO/General Manager. Any attempt by 9 the City to effect and assignment without prior authorization shall be null and void, and any assignees or transferees shall acquire no right or interest by reason of such attempted assignment or transfer. 21. Waiver of Conditions. The waiver of any provision, term or condition in this Agreement by Omnitrans on any particular occasion shall not constitute a general waiver of provision, term or condition, nor a release from the City's obligation to otherwise perform or observe such condition or any other term or condition of this Agreement. 22. Severabilitv. If any part of this Agreement is declared invalid by a court of law, such decision will not affect the validity of any remaining portion, which shall remain in full force and effect. 23. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 24. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 25. Notices. All notices permitted or required under this Agreement shall be given to the respective parties in writing at the following address, or at such other address as the respective parties may provide in writing for this purpose, OMNITRANS CITY OF REDLANDS Attention: Durand L. Rall Attention:John Davidson CEO/General Manager City Manager 1700 West 5'Street P.O. Box 3005 San Bernardino, CA 92411 Redlands, CA 92373 10 Such notice shall be deemed made when personally delivered or when mailed via registered or certified mail and addressed to the party at its applicable address. 26. Entire ALYreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and agreements. This Agreement may only be modified by a writing tl� t� 1 approved and executed by both parties. 27. Governin2 Law and Venue. The parties acknowledge and agree that this Agreement was entered into and intended to be performed in whole or substantial part in San Bernardino County, California. Therefore, the law of the State of California, without regard to any conflicts of law provisions, shall govern any action or claim arising out of this Agreement. The parties agree that the venue or any action or claim brought by any party to this Agreement will be the Central District of San Bernardino County. Each party hereby waives any law or rule of court which would allow them to request or demand a change of venue. If any action or claim concerning this Agreement is brought by any third party, the parties hereto agree to use their best efforts to obtain a change of venue to the Central District of San Bernardino County. 28. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. IN WITNESS WHEREOF, the parties have executed this Agreement, to be effective as of the date set forth herein. CITE' OF REDLANDS OMNITRANS Karl N. I-lavvs, ayor Durand L. Rall, CEO/General Manager Date: September 3,2002 Date: X' Attest: Lor Poyzer, Q lerk 12