HomeMy WebLinkAboutContracts & Agreements_30-2021FUNDING AGREEMENT BETWEEN OMNITRANS AND CITY OF REDLANDS
This Funding Agreement for Measure I funds ("Agreement") is made and entered into this
2nd day of March, 2021 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Omnitrans, a Joint Powers Authority and a Consolidated Transportation
Services Agency ("Omnitrans") City and Omnitrans are sometimes individually referred herein
as a "Party" and, together, as the "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, City currently operates its Senior Transportation Program which provides
transportation to seniors who are physically or mentally unable to use other forms of transportation,
and which is operated with three 14-passenger vans equipped with wheelchair lifts to provide
weekday dial -a -ride service to destinations within Redlands, and
WHEREAS, City would like to obtain financial assistance to supplement the continued
operation of its Senior Transportation Program ("Project"), and
WHEREAS, Omnitrans desires to provide operating assistance funds to City, on a
reimbursable basis, for the Project, and
WIIEREAS, the Parties wish to enter into this Agreement to document the terms and
conditions of Omnitrans' funding for the Project,
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
of Redlands and Omnitrans agree as follows
AGREEMENT
1 Project Description. City will continue to operate its dial -a -ride transportation program for
seniors who reside in Redlands, serving the senior center, medical facilities, shopping centers, and
other destinations in the community The service is provided with three 14-passenger vans which
are owned, maintained, and operated by City, as set forth in City's Project which is described in
more detail in Exhibit "A," which is attached hereto and incorporated herein by this reference. Any
proposed amendment to Exhibit "A" shall be agreed to in advance by the Parties, pursuant to a
written amendment
2 Term This Agreement shall commence on its Effective Date and shall expire on December
31, 2022, unless otherwise terminated as provided for in this Agreement, or extended by written
agreement between the Parties
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3 Funding Amount The amount to be paid to City under this Agreement will not exceed
one hundred fifty thousand seven hundred nine dollars and twenty nine cents ($150,709.29) in
operating expenses, with an annual not to exceed amount of seventy three thousand four hundred
fifteen dollars and forty seven cents ($73,415 47) in Year 1 and seventy seven thousand two
hundred ninety three dollars and eighty two cents ($77,293 82) in Year 2, unless otherwise agreed
to in advance by the Parties, pursuant to a written amendment In no instance will Omnitrans be
liable foi any payments or costs for work in excess of these amounts, nor for costs not listed in the
Project Budget, which is attached hereto as Exhibit "B" and incorporated herein by this reference
4 Invoices and Payment. On a monthly basis, City will provide Omnitrans with an invoice
for reimbursement pursuant to Subsections 4 A and 4 B , below
A Payments for operating expenses to City hereunder will be made in arrears City
will submit a detailed and properly documented invoice for reimbursement not more often than
monthly, which invoice will include (i) a description of the work performed, and (it) a detailed
accounting of costs incurred.
B 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
City will be notified within ten (10) business days following receipt of its invoice by Omnitrans
of any circumstances or data in City's invoice that would cause withholding of approval and
subsequent payment City's invoice will include documentation of reimbursable expenses and
billed items sufficient for Omnitrans, in its opinion, to substantiate billings Omnitrans reserves
the right to withhold payment of disputed amounts At no time shall payments from Omnitrans be
used to supplant any existing funding source for City's Senior Transportation Program City 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
5 Progress Reports In cooperation with Omnitrans, City shall develop a national ridership
data reporting mechanisms sufficient for reporting as part of the National Transit Database
reporting system, and shall provide such data to Omnitrans monthly
6 Advisory Committee Participation. City shall attend and participate in advisory committee
meetings, as mutually agreed upon by Ommtrans and the San Bernardino County Transportation
Authority
7 Compliance with Laws City 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 City for the Project, (ii) all
disability laws, and (iii) non-discrimination and equal opportunity laws. Any failure by City to
comply with such laws may result in the termination of this Agreement or such other remedy as
Omnitrans deems appropriate
8 Independent Contractor City, and the agents and employees of City, in the performance
of this Agreement, will act as and be independent contractors, and not officers, employees, or
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agents of Omnitrans, City, 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 City 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
City will be solely responsible foi 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 City 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 City at the address indicated in Section 19 below
B Upon receipt of a Termination Notice, City shall have thirty (30) days in which to
cure the stated violations and to provide to Omnitrans sufficient evidence that the violations have
been cured If City has not cured within thirty (30) days of such notice, or has not provided
sufficient evidence of such to Omitrans, this Agreement shall be terminated, effective
immediately
C. Omnitrans may also terminate this Agreement in the event of Measure I or federal
grant funding shortfall, upon fifteen (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 City's Senior Transportation Program or the failure to provide notice to Omnitrans of such
funding shortfall, as required pursuant to Section 4 In the event City fails to provide the notice
required pursuant to Section 4, Omnitrans is not required to give City 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 City foi work actually performed up to the effective
date of the Termination Notice, subject to the limitations in Section 4 hereof, and less any
compensation to Omnitrans for damages suffered as a result of City's failure to comply with the
terms of this Agreement
F City will have the right to terminate this Agreement in the event Omnitrans is
unable to make required payments In such event, City 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 U.S mail, certified, return receipt requested, addressed to Omnitrans at the address
indicated in Section 19 Omnitrans will make payment to City through the date of termination,
subject to the provisions of Section 4 above, and Tess any compensation to Omnitrans foi damages
suffered as a result of City's failure to comply with the terms of this Agreement
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10 Assignment The Parties understand that Ommtrans entered into this Agreement based on
the Project proposed by City Therefore, without the prior express written consent of Omnitrans,
this Agreement is not assignable by City either in whole or in part
11 Binding Agreement. This Agreement will be binding on the Parties and their successors
and assigns
12 Amendments No alteration or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the Parties, and no oral understanding or agreement not
incorporated herein, with respect to the subject matter of this Agreement will be binding on any of
the Parties
13. Contractors and Subcontractors. City will be fully responsible for all work performed by
its contractors and subcontractors. Ommtrans 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 twenty five thousand dollars ($25,000)
14 Indemnification
A City shall defend, indemnify, and hold Ommtrans, 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 City or any of its directors, officials,
officers, employees, agents, volunteers, or service providers arising out of or in connection with
City's performance of this Agreement, ineluding, without limitation, the payment of consequential
damages and attorneys' fees Further, City shall defend, at its own expense, including the payment
of attorneys' fees, Omnitrans, its officials, officers, employees, agents and/or volunteers in any
legal action based upon such acts, omissions or willful misconduct City 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
B Omnitrans shall defend, indemnify, and hold City, 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 Omnitrans or any of its directors,
officials, officers, employees, agents, volunteers, or service providers arising out of or in
connection with Omnitrans's performance of this Agreement, including, without limitation, the
payment of consequential damages and attorneys' fees Further, Omnitrans shall defend, at its own
expense, including the payment of attorneys' fees, City, its officials, officers, employees, agents
and/or volunteers in any legal action based upon such acts, omissions or willful misconduct
Ommtrans shall reimburse City, 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
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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' liability insurance with limits of not less than one million dollars
($1,000,000) each accident.
16 Audit An independent auditor shall audit City's use of Project funds no Tess than annually
City agrees to supply Omnitrans with a copy of any audit of Project related activities performed
17 Retention and Inspection of Records
A City, 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 City 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 tederal and state laws and regulations
C City 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, City will cause all Records relevant
to the Project to be delivered to Omnitrans as depository
18 Signs City will include the Ommtrans 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
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
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TO OMNITRANS
Omnitrans
1700 West Fifth Street
San Bernardino, CA 92411
ATTN Director Special Transportation
Services
TO THE CITY OF REDLANDS
City of Redlands
111 West Lugonia
Redlands, CA 92374
ATTN. Dave Jaffe
Recreation Coordinator
20 Waivers No waiver of any breach of this Agreement will be held to be a waiver of any
pf for or subsequent breach The failure of either Party to enforce at any time the provisions of this
Agreement or to require at any time performance by the other Party 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 a Party to enforce these provisions
21 Litigation Each Party will notify the other, in writing, immediately of any claim or action
undertaken by it or against it that affects or may affect this Agreement, 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 the Parties
22 Non -Liability of Omnitrans Ommtrans shall not be liable to City or any third party for any
claim for loss of profits or consequential damages Further, Omnitrans shall not be liable to City
or any third party for any loss, cost, claim or damage, either direct or consequential, allegedly
arising from a delay in performance of failure to perform under this Agreement
23 Costs and Attorneys' Fees If either Party commences any legal action against the other
Party arising out of this Agreement or the performance thereof, the prevailing Party in such action
may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery
expenses, and reasonable attorneys' fees.
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 Omnttrans and City as
to those matters contained herein and supersedes all prior negotiations, representations, or
agreements, both written and oral with respect to the same This Agreement may not be modified
or altered except in accordance with Section 12 hereof
26 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
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may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery
expenses, and reasonable attorneys' fees
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 City as
to those matters contained herein and supersedes all prior negotiations, representations, or
agreements, both written and oral with respect to the same This Agreement may not be modified
or altered except in accordance with Section 12 hereof
26. 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. Omnitrans 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 City or that all required permissions and
license agreements have been obtained and paid for by City City will defend, indemnify and hold
harmless Omnitrans and its directors, officers, employees, and agents from any claim, Toss,
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
31 Press Releases City will obtain Omnitrans' prior written approval of any press releases,
or other public outreach materials related to this Agreement, that include any reference to
Omnitrans or depiction of the Omnitrans logo
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IN WITNESS WHEREOF, the Parties have executed this Agreement, as of its Effective
Date
By OMNITRANS
Erin Rogers, CEO/General Manage'
Approved as to form
Omnitrans Legal Counsel
8
OF REDLANDS
Paul T Bat tch, Mayoi
ATTEST
nne Donaldson, City Clerk
City o , Redlands Legal Counsel
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IN WETNESS WHEREOF, the Parties have executed this Agreement, as of its Effective
Date
By OMNITRANS
Erin Rogers, CEO/
Approved as to form.
Omnttrans Legal Counsel
OFREDLANDS
I �
Manage' Paul T Barich, Mayor
8
ATTEST
nne Donaldson. City Clerk
City o edlands Legal Counsel
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EXHIBIT "A"
Project Narrative
The Senior 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 two part-time and one full time drivers with Class B
licenses to operate three 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 m (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 January 2021— December 2022, is paramount to the continuation
of this valuable service in the amounts listed at Exhibit B
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EXHIBIT B '
PI oject Budget
PROJECT
Agency Name City of Redlands
Project Title Senior Transportation
EXPENSES P°"u° %Time
Salaries by Position (Include benefts)
(Example diners scheduler Trainer etc.)
A Bus Dther Instructor 1 @ 100%
B Taxes & Benefits
D. NIA
E. WA
F WA
BUDGET
Program
No
Omn/Trans
TOTAL
Jan 21
Dec '21
Jan 22
Dec 22
$
$
42,619.34
28,917 11
WA
NIA
WA
$
$
44 749.38
29,693.80
N/A
NIA
NIA
$
$
87 368 72
58,610.91
WA
WA
N/A
Total Salaries & Benefits
$
71,536.45
$
74.443.18
$
145,979.63
Non Personnel Expenses
(Example fuel rent insurance, utilities etc.)
A. Vehicle Fuel
$
7,900,00
$
8 700.00
$
16,660.00
B Vehicle Insurance
$
$
$
-
C Vehicle Maintenance
$
8,000.00
$
9,000.00
$
17,000.00
D Marketing
$
1,000.00
$
1000.00
$
2,000.00
E Cell Phone (Omer)
$
660.00
$
660.00
$
1 320.00
F N/A
N/A
WA
Total Non -Personnel Expenses
$
17 560.00
$
19,360.00
$
36,920.00',
Administrative Overhead
$
2,672,89
$
2.814 10
$
5,486.99
TOTAL PROJECT EXPENSES
$
91,769.34
$
96,61728
$
188,386.62
REVENUES
Agency Match (Cash)
(Example General Fund CDBG Donations etc)
r
►
r
A General Fund 20% Cash Match
$
18,353.87
$
19,323.46
$
37,677 32
B N/A
N/A
NIA
N/A
C WA
WA
NIA
WA
D NIA
WA
NIA
WA
E N/A
WA
N/A
WA
F WA
N/A
NIA
WA
Total Cash Match
,
$
18.353.87
5
19,323.46
$
37 677 32
Agency Match (In Kind)
P°suIo %nm
Salanes by Position (include benefits)
A. WA
N/A
WA
N/A
B WA
WA
WA
N/A
C WA
WA
WA
WA
D WA
NIA
WA
WA
E. WA
N/A
N/A
N/A
F. N/A
WA
N/A
WA
G. N/A
WA
N/A
WA
Total In Kind Match
$
-
$
-
$
-
N/A
:WA
_ ...,,
-
.. ,
'-N/A
Measure I Request
$
73,415.47
$
77,293.82
$
150,709.30
TOTAL REVENUES
$
91,769.34
$
96,617.28
$
188,386.62
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