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HomeMy WebLinkAboutContracts & Agreements_88-2016 FUNDING AGREEMENT BETWEEN VALLEY TRANSPORTATION SERVICES AND CITY OF REDLANDS THIS AGREEMENT, is made and entered into this 3rd day of May, 2016, at Redlands, California, by and between Valley Transportation Services, a non-profit corporation and Consolidated Transportation Services Agency (hereinafter"VTrans"), and CITY of Redlands, a municipal corporation(hereinafter "CITY"). RECITALS WHEREAS, in its capacity as the Consolidated Transportation Services Agency ("CTSA") for the San Bernardino Valley, VTrans has the ability to provide local funds to other entities for projects that improve mobility for persons with disabilities and senior citizens; and WHEREAS, CITY currently operates a curb to curb shuttle service for the transportation of seniors to and from.the Redlands senior center and for non-emergency medical trips ("Shuttle Service'); and WHEREAS, CITY would like to expand its current Shuttle Service to seniors within its service area of Redlands to provide extended hours and days of service ("Expansion Project"); and WHEREAS, VTrans desires to provide funds to CITY, on a reimbursable basis, for the Expansion Project; and WHEREAS, the parties wish to enter into this Funding Agreement ("Agreement") to document the terms and conditions of VTrans' funding of the Expansion Project. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Project Description: CITY will provide all Expansion Project services, as set forth in CITY's Proposal, 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. Time of Performance: This Agreement will commence on May 3, 2016. This Agreement shall expire on November 30, 2018, unless otherwise terminated as provided for in this Agreement or extended by written agreement between the parties. Page 1 of 11 3. Funding Amount: The amount to be paid to CITY under this Agreement will not exceed Thirty-Five Thousand, Six Hundred Four Dollars ($35,604) for capital expenditures and One Hundred Seventy-Thousand, Three Hundred Twenty-Six Dollars ($170,326) for operating expenditures, unless agreed to in advance by the parties pursuant to a written amendment. In no instance will VTrans be liable for any payments or costs for work in excess of this amount, nor for any unauthorized or ineligible costs. Eligible costs shall include expenditures consistent with Measure I. 4. Payment: a. On a monthly basis, CITY will provide VTrans with an invoice for reimbursement pursuant to Subsections 4.b. and 4.c., below. b. 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 (ii) 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. CITY will be notified within ten(10) business days following receipt of its invoice by VTrans 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 VTrans, in its opinion, to substantiate billings. VTrans reserves the right to withhold payment of disputed amounts. e. At no time shall payments from VTrans be used to supplant or replace funding currently provided to CITY by any funding source for CITY's existing Shuttle Service. CITY shall notify VTrans of any potential loss of funding for the existing Shuttle Service within ten (10)business days of learning of the funding loss. 5. Progress ss Reports: CITY will provide VTrans with monthly progress reports on the Project, as set forth in Exhibit A. In cooperation with VTrans, CITY 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 VTrans. 6. Advisory Committee Participation: CITY shall attend and participate in advisory committee meetings, as mutually agreed upon by VTrans and the San Bernardino Association of Governments. 7. Compliance with Laws: CITY will comply with all applicable federal, state, and local laws, codes, ordinances, regulations, orders, circulars, and directives, including, without Page 2 of 11 limitation: (i) all regulatory requirements associated with the funding provided to CITY for this 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 VTrans deems appropriate. S. 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 agents of VTrans. CITY, its officers, employees, agents, and contractors, if any, will have no power to bind or commit VTrans 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 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. VTrans 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 20 below. b. Upon receipt of a Termination Notice, CITY shall have 30 days in which to cure the stated violation(s) and to provide to VTrans sufficient evidence that the violations have been cured. If CITY has not cured within 30 days of such notice, or has not provided sufficient evidence of such to VTrans, the Agreement shall be terminated, effective immediately. c. VTrans 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. VTrans may also terminate this Agreement in the event of a funding shortfall for CITY's existing Shuttle Service, or the failure to provide notice to VTrans of such funding shortfall, as required pursuant to section 4.e. In the event CITY fails to provide the notice required pursuant to section 4.e., VTrans is not required to give CITY an opportunity to cure such violation. e. If VTrans issues a Termination Notice or terminates this Agreement due to a funding shortfall, VTrans will reimburse CITY for work actually performed up to the effective date of the Termination Notice, subject to the limitations in Section 4, and Page 3 of 11 less any compensation to VTrans 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 VTrans is unable to make required payments. In such event, CITY will provide VTrans 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 VTrans at the address indicated in Section 20. VTrans will make payment to CITY through the date of termination, subject to the provisions of Section 4 above, and less any compensation to VTrans for damages suffered as a result of CITY's failure to comply with the terms of this Agreement. 10. Assignment: The parties understand that VTrans entered into this Agreement based on the Project proposed by CITY. Therefore, without the prior express written consent of VTrans, this Agreement is not assignable by CITY 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. Time: Time is of the essence in this Agreement and will follow the timeline set forth in Exhibit A, unless modified pursuant to Section 13. 13. 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 or agreement not incorporated herein, will be binding on any of the parties hereto. 14. Contractors and Subcontractors: CITY will be fully responsible for all work performed by its contractors and subcontractors. VTrans 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. 15. Indemnity: CITY and VTrans are responsible for their own acts and omissions. Further, each party agrees to indemnify, defend, and hold harmless the other party, its governing body, officers, employees, and agents from and against any and all actions, claims, demands, losses, damages, liabilities, costs, and expenses, including reasonable attorney's fees and costs, resulting from the negligent acts or omissions or willful misconduct of the indemnifying party. The provisions of this Section will survive the expiration, termination, or assignment of this Agreement. 16. Insurance Requirements: CITY hereby warrants that it carries and shall maintain, in full force and effect during the full term of this Agreement and any extensions to this Agreement, the following described insurance coverage: Page 4 of 11 POLICY MINIMUM LIMITS OF LIABILITY (1) Workers' Compensation; Employer's Statutory requirements for Workers' Liability. Compensation; $1,000,000 Employer's Liability. (2) Comprehensive Automobile: Bodily Injury/Property Damage $2,000,000 Insurance Services Office, form KA each accident. 0001 covering Automobile Liability, code 1 (any auto). (3) General Liability: Insurance Services $1,000,000 per occurrence. If Commercial Office Commercial General Liability General Liability Insurance or other form coverage (occurrence form#CG with a general aggregate limit, such limit shall 0001). apply separately to this Project or the general aggregate limit shall be twice the required occurrence limit. a. Deductibles and Self-insured Retentions: Any deductibles or self-insured retentions in excess of$5,000 must be declared to and approved by VTrans. b. Required Provisions: The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (1) For any claims related to this Agreement, CITY's insurance coverage shall be primary insurance as respects VTrans, its directors, officers, employees and agents. Any insurance or self-insurance maintained by VTrans, its directors, officers, employees or agents shall be in excess of CITY's insurance and shall not contribute to it. (2) Any failure by CITY to comply with reporting or other provisions of the policies including breaches of warrants shall not affect coverage provided to VTrans, its directors, officers, employees or agents. (3) CITY's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior Page 5 of 11 written notice by certified mail, return receipt requested, has been given to VTrans. C. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII, unless otherwise approved by VTrans. d. Certificate of Insurance and Additional Insured Requirement: CITY shall furnish to VTrans an original Certificate of Insurance on a standard ACORD form, or other form acceptable to VTrans, substantiating the required coverages and limits set forth above and also containing the following: (1) Thirty (30) days prior written notice to VTrans of the cancellation, non- renewal, or reduction in coverage of any policy listed on the Certificate; and (2) The following statement with respect to the Commercial General Liability policy: "VTrans and its directors, officers, employees and agents, are made additional insureds, but only insofar as the operations under this Agreement are concerned." e. Certified Copies of Policies: Upon request by VTrans, CITY shall immediately furnish a complete copy of any policy required hereunder, including all endorsements, with said copy certified by the insurance company to be a true and correct copy of the original policy. f. CITY's Res onsibili : Nothing herein shall be construed as limiting in any way the extent to which CITY may be held responsible for damages resulting from CITY's operations, acts, omissions, or negligence. Insurance coverage obtained in the minimum amounts specified above shall not relieve CITY of liability in excess of such minimum coverage, nor shall it preclude VTrans from taking other actions available to it under this Agreement or by law, including but not limited to, actions pursuant to CITY's indemnity obligations. 17. Audit: An independent auditor shall audit CITY's use of Project funds no less than annually. CITY agrees to supply VTrans with a copy of any audit of Project related activities performed. 18. 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. VTrans or its designee will have the right to review, obtain, copy, and audit all books, records, computer records, accounts, documentation and any other materials Page 6 of 11 pertaining to performance of this Agreement (collectively "Records"), including any Records in the possession of any contractors or subcontractors. CITY agrees to provide VTrans or its designee with any relevant information requested and will permit VTrans 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 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 VTrans upon expiration of this Agreement, CITY will cause all Records relevant to the Project to be delivered to VTrans as depository. 19. Si s: CITY will include the VTrans logo and/or Measure I signage on Project related marketing materials and on vehicles operated with VTrans 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. Capital projects constructed by Entity using Measure I funds shall also have Measure I signage approved by SANBAG's Executive Director. f. Signagc must conform with approved Measure I signage and be approved by VTrans. 20. Project Managers: VTrans' Project Manager for this Agreement is Beth Kranda, unless VTrans otherwise informs CITY. With the exception of notice of termination sent by certified mail pursuant to Section 9 above, any notice, report, or other communication required by this Agreement will be mailed by first-class mail to the VTrans Project Manager at the following address: Valley Transportation Services Chief Executive Officer 299 W. Foothill Blvd, Ste. 202 Upland, CA 91786 CITY's Project Manager for this Agreement is Chris Boatman, Quality of Life Director, with the exception of notice of termination sent by certified mail pursuant to Section 9 above, any notice, report, or other communication to CITY required by this Agreement will be mailed by first-class mail to: Page 7 of 11 Chris Boatman, Quality of Life Director City of Redlands P.O. Box 3005 35 Cajon St. Suite 4222 Redlands, CA 92373 21. 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 VTrans to enforce at any time the provisions of this Agreement or to require at any time performance by CITY 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 VTrans to enforce these provisions. 22. Litigation: CITY will notify VTrans immediately of any claim or action undertaken by it or against it that affects or may affect this Agreement or VTrans, 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 VTrans. 23. Non-Liability of VTrans: VTrans shall not be liable to CITY or any third party for any claim for loss of profits or consequential damages. Further, VTrans 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 or failure to perform under this Agreement. 24. Costs and Attorneys' es: 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. 25. 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. 26. Integration: This Agreement represents the entire understanding of VTrans and CITY 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 13, 27. 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 terra or provision, Page 8 of 11 would result in such a material change so as to cause completion of the obligations contemplated herein to be unreasonable. 28. 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. 29. 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. 30. Ownership, Permission: VTrans 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 and 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 VTrans 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. 3 1. 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. 32. Press Releases: CITY will obtain VTrans' prior written approval of any press releases, or other public outreach materials, that include any reference to VTrans or depiction of the VTrans logo. IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement, as of the date first appearing above. By: �ez-'-ad Paul W. Foster, Mayor 'Sam Spagn Valley Transpo.L-ion Services Approved as to form: ATTEST: J Sam lfwin,( ty Clerk 76s Le I Cou el Page 9 of 11 e ' EXHIBIT A BACKGROUND 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. Currently the City of Redlands employs three part time drivers with Class B licenses to operate a 14 passenger Class C-CNG Mini Bus with a wheelchair lift to provide local curb-side, dial-a-ride service that is primarily used for trips within the city limits and is subject to availability. Service is offered Monday-Thursday 8:30 a.m.-1:00 p.m. (except on major holidays). Services are provided on a first-come, first-serve basis, priority is given to medical appointments. Bus passes are available for purchase for a cost of$17.50 (10 rides). PROJECT DESCRIPTION The City of Redlands is proposing to improve mobility for seniors and individuals with disabilities by utilizing these funds to purchase 1 Starcraft Class B CNG Bus with a wheel chair lift and fund a full time driver for up to three years. By adding these two components to the program, service hours will be extended from Monday-Thursday 8:30 a.m.-1:00 p.m. to Monday —Friday 8:00a.m. -3:30 p.m. The addition of another bus will also allow the program to increase ridership for seniors to visit the City's senior center for nutritional meals, attend a variety of activities and socialize with others. Transportation for health care and shopping needs will also increase as a result of these changes. Year 1 Budget Salaries $47,217.00 Operational & Maintenance $7,088.69 Fuel $800.00 Vehicle $35,604.00 Total $90,709.69 CITY RESPONSIBILITIES CITY will provide Project services, including but not limited to: 1. CITY will provide expanded cub-to-curb shuttle services, as described above. Page 10 of 11 e ' 2. CITY will account for all funding received from Wrans in an agreed upon format. Monthly financial reports on the Project, including year-to-date expenses, will also be provided. 3. CITY will provide monthly progress reports on the Project, including but not limited to: monthly ridership numbers, trips provided, cost per trip, monthly expenses, project milestones, and/or any other data deemed mutually beneficial. 4. CITY will keep records of demographic information pertaining to disability, age and income, as applicable. PROJECT MILESTONES By January 2017,the City of Redlands Senior transportation program will be able to provide the following: • Increase the number of operation days per year from 193 to 241 • Increase the number of passengers per day from 8 to 30 • Increase the number of passengers per year from 1,544 to 7,230 • Increase the total number of passenger trips from 3,088 to 14,460 PERFORMANCE CRITERIA Project performance will be evaluated annually, or more frequently as determined by Wrans. If participation in the Project is significantly less than anticipated by Wrans and CITY, or if Wrans determines that the quality of performance by CITY is insufficient, as determined by Wrans, Wrans may modify this Exhibit A, or terminate this Agreement as provided in Section 9 herein. Page 11 of 11