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HomeMy WebLinkAboutGrant AgreementGrant Agreement Between Action Community Center, Inc and the City of Miami For the Provision of Transportation Services This Grant Agreement is made, entered into, and effective as of the latest date set forth on the signature page hereto, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as "the City," with its principal place of business located at 444 S.W. 2 Avenue in Miami, Fl 33130, and Action Community Center, a Florida non-profit corporation, hereinafter referred to as the "Contractor," with its principal place of business located at 970 S.W. 1 Street in Miami, Fl 33130 (each, a "Party," and collectively, the "Parties"). WITNESSETH: WHEREAS, notwithstanding the fact that the Miami -Dade County operated public transit bus service (Metrobus) has substantial service in the City of Miami, visitors to the City and City residents continue to rely on their private automobiles to provide mobility throughout the City; and WHEREAS, the County's Metrobus service is operated pursuant to a traditional weekday commuter rush period, with reasonable ridership, while a local public circulator bus service would provide connectivity with and not duplicate the Metrobus service; and WHEREAS, it is desirable to provide alternative forms of supplemental public transit service to the residents of and visitors to Miami; and WHEREAS, a minimum of twenty percent (20%) of the City's share of the People's Transportation Plan half penny transportation surtax is required to be appropriated for transit purposes; and WHEREAS, the City is willing to provide alternative forms of supplemental public transit service in the City and has obligated the required City's share of the half penny transportation surtax funds to so provide; and WHEREAS, the City agrees that a local public circulator bus service as one mode of supplemental public transit service would be of benefit to residents and visitors to Miami; and WHEREAS, Resolution No. 04-00593 of the Miami City Commission authorized Transportation and Transit Special Revenue Funds from the City's share of the half penny transportation surtax, in the amount of $300,000, to Action Community Center, Inc. to provide public transportation services; and WHEREAS, the Contractor will provide this service on a fixed route or semi - fixed route, on a fixed schedule, and available to all members of the public; and 1 NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, the City and Contractor agree as follows: ARTICLE 1 EXHIBITS AND DEFINITIONS DEFINED TERMS: As used herein the following terms shall mean: 1.1 "ADA" shall mean the Americans with Disabilities Act of 1990, as amended, 1.2 "Contractor" shall mean any entity, public or private, providing public transit services as described in this Agreement under contract to the City. The Contractor is Action Community Center, a Florida non-profit corporation. The Contractor is an independent Contractor of the City, and not an agent authorized to bind the City. The Contractor and its employees shall receive no City employment, vacation, health care, or any other City benefits or stipend. Any provisions of this Agreement that may appear to give the City any right to direct the Contractor concerning the details of operating its circulator bus transportation service, or to exercise any control over such performance, shall mean only that the Contractor shall follow the direction of the City concerning the end results of the performance. 1.3 "Shuttle" shall mean fixed route or semi -fixed route public circulator bus services open to the public and where at least 70% of the route is within the City and said circulator service is operated by the City, directly or by contract, pursuant to this Agreement and Chapter 31 of the Code of Miami -Dade County, as amended. 1.4 "The City" shall mean the City of Miami and authorized representatives thereof. 1.5 "MDT" shall mean the Miami -Dade Transit and authorized representatives thereof. 1.6 "USDOT" shall refer to the U.S. Department of Transportation, its rules and regulations, and representatives thereof. 1.7 "CSD" shall mean the Consumer Services Department of Miami -Dade County and authorized representatives thereof. 1.8 "Fares" for shuttle service shall mean individual transportation fees paid by public transit passengers in accordance with a schedule of fares adopted by County Ordinance or alternatively, no fares will be required. 2 1.9 "STS", Special Transportation Service, is the component of the conventional transit system designed to provide comparable transit service to disabled individuals as mandated in the ADA. EXHIBITS: Attached hereto and forming a part of the Agreement are the following Exhibits: Exhibit A Action Community Center Daily Circulator Bus Schedules Exhibit B Action Community Center Circulator Bus Route and Map Exhibit C Miami Dade County Metrobus Routes Exhibit D Certificate of Liability Insurance Exhibit E City of Miami Transportation Department Budget for Circulator Bus Services provided by Action Community Center Exhibit F Action Community Center Work Program Specifications Exhibit G Corporate Resolution Authorizing Maria P. Albo To Execute Agreements Exhibit H Secretary of State Certificate certifying Action Community Center as a corporation in good standing. ARTICLE 2 GENERAL REQUIREMENTS. 2.1 Compliance with Applicable Laws and Regulations. The Contractor shall comply with all existing and future laws, statutes, ordinances, codes, rules, regulations, and procedural requirements, whether federal, state, or local, which are applicable to, or in any manner affect, the provision of the City of Miami Transportation Services. The Contractor shall be responsible for ensuring compliance of its employees, contractors, agents, or assigns with all applicable county, state, and federal requirements, including, but not limited to, all safety, mechanical, and vehicular standards mandated by MDT and CSD. The Contractor shall be responsible for obtaining copies of the appropriate laws, regulations, ordinances, and documents and complying therewith. 2.2 Vehicle Licensing. All vehicles utilized by Contractor to provide transportation services shall at all times be properly licensed and permitted in accordance with applicable federal, state, and county requirements. Vehicle operators shall comply with all safety, mechanical, and vehicular standards mandated by any applicable county, state, and federal requirements including, but not limited to, all safety, mechanical, and vehicular standards mandated by MDT and CSD. 2.3 Vehicle Standards. Contractor's vehicles shall comply with all of the requirements contained in Chapters 30 and 31 of the Code of Miami -Dade County, pertinent state statutes and other directives as may be prescribed and 3 required by CSD or MDT. All vehicles utilized to provide transportation services authorized by this Agreement shall at all times display a current and valid county permit and shall comply with safety, mechanical, and vehicular requirements mandated by applicable county, state, or federal requirements, including ADA. 2.4 Chauffeur Requirements. Contractor's vehicle chauffeurs shall at all times have a current and valid county chauffeur's registration. Vehicle chauffeurs shall also comply with any safety, mechanical, and vehicle standards mandated by applicable county, state, and federal requirements and as may be prescribed and required by CSD or MDT. 2.5 Purchase of Services/Sole Responsibility. The Parties agree that this Agreement is a contract for the purchase of transportation services provided by the Contractor as an independent Contractor of the City for the benefit of the City. 2.6 Compliance with ADA. The City's Shuttle services, as operated, directed, and managed by the Contractor shall comply with all applicable requirements of the ADA. To the extent that any terms of this Agreement are in conflict with the ADA, the requirements of the ADA shall control. 2.7 Compliance with Procurement Requirements. The Contractor agrees to comply with applicable federal and state procurement requirements, as may be amended from time to time, when entering into contracts with third parties to fulfill the obligations under this Agreement. 2.8 Drug -free Workplace and Testing. In accordance with the Code of Miami -Dade County, the Contractor shall certify that it will have a drug -free workplace program. Further, the Contractor shall require pre -employment drug testing and other periodic drug testing for all persons holding safety -sensitive positions, as defined by USDOT, related to transit operations. Effective upon execution of the Agreement, the Contractor shall require that its employees comply with all applicable requirements of the USDOT regulations for drug and alcohol testing. To the extent that any terms in this Agreement are inconsistent with the USDOT regulation, the requirements of the USDOT shall control. 2.9 Amendments or modifications. Unless provided otherwise elsewhere in this Agreement, amendments and modifications to this Agreement must be in writing and shall require the signature of the City Manager, or their designees, subject to prior authorization by the Miami City Commission. Notwithstanding the foregoing, amendments to this Agreement regarding alignments, schedules, and fares, if any, may be administratively approved by the City Manager, or his designee. 4 ARTICLE 3 CITY OF MIAMI TRANSPORTATION SERVICES 3.1 Provision of City of Miami Shuttle Services. The Contractor shall provide public transportation services on one or more routes within the City of Miami with the schedules contained in Exhibit "A" and the locations and according to routes as contained in Exhibit "B", copies of which are attached. Any changes to Exhibits "A" or "B" shall be effective only upon the written consent of the City Manager, or their designees. 3.2 Fares. Contractor will uniformly charge fares or alternatively, no fares, for the use of the Shuttle. Any fares shall be in accordance with public transit fares established by the County, and may be modified from time to time pursuant to Section 2-150(c) of the Code of Miami -Dade County. The Contractor shall accept MDT passes, transfers or identification entitling a passenger to ride a Metrobus without paying any additional fare. 3.3 Connection and Coordination with County Bus Routes. The Contractor shall operate the Shuttle so it shall connect, at a minimum, with regular County Metrobus routes at points where the routes intersect, merge or diverge, as specified in Exhibit "C". Shuttle operating schedules shall be coordinated with existing County Metrobus service to the extent possible. 3.4 Operation of Routes in Their Entirety. The Contractor shall be responsible for ensuring that Shuttle routes are operated in their entirety with no deviation from the approved routes and schedules. Notwithstanding the foregoing, the Contractor shall not be required to operate a Shuttle route in its entirety when a portion of the alignment is temporarily impacted by construction or another non -permanent situation that makes roadway inaccessible. In that case, the City shall return to the approved alignment as soon as the roadway is accessible to vehicular traffic. 3.5 Use of Logo. The Contractor may wish to design a logo uniquely identifying its Shuttle. Any logo will be subject to the written approval of the City Manager. If they do so, such logo shall at all times be displayed on the exterior of all vehicles operating pursuant to the Agreement. The County shall allow the display of the Shuttle logo on the County's bus stop signs at all stops common to the City Shuttle and the County bus routes. 3.6 Bus Stop Signs and Signposts. The City may provide, install, and maintain bus stop signs and signposts at Shuttle stops along the City's Shuttle routes. In the event that the City, or its Contractor installs Shuttle sign facilities that can accommodate Metrobus bus stop information, the County may elect to utilize the City's sign facility to display Metrobus bus stop information. If such election is made, MDT shall provide to the City the materials to be displayed on the bus stop sign facility, in the size and format to be specified by the City and the City will remove the County's signs and return the signs to the County. The City shall be 5 responsible for installing the Metrobus bus stop information inlon the bus stop sign facility. 3,7 Bus Shelters and Benches. The City shall, at its sole option, provide, install, and maintain bus shelters, benches and other bus stop furnishing at those Shuttle stops along the City's circulator routes where the City, or its contractor, feels that there is a need for such furnishings. 3.8 Bus Stops and Bus Bays or Pullouts. The City shall, at its sole option, provide, install, and maintain bus stop sites, including bus bays or pull-outs at Shuttle stops along the City's circulator routes, provided that any proposed bus bays or pull- outs and any proposed modifications or reconfigurations to existing bus bays or pull-outs shall be first reviewed and approved by the County. ARTICLE 4 INSURANCE The parties hereto acknowledge that the City is a self -insured governmental entity subject to the limitations of Section 768.28, F.S. The City Risk Manager shall collect and keep on file documentation of insurance of any and all private providers operating the City of Miami Shuttle routes, At all times during the term hereof, the Contractor shall maintain insurance and bonding coverage acceptable to the City Risk Manager. Prior to commencing any activity under this agreement, the Contractor shall furnish to the City Risk Manager original certificates of insurance and bonding indicating that the Contractor is in compliance with the insurance provisions as provided in Exhibit "D". The Contractor shall provide at minimum the following coverage: (i). Comprehensive General Liability and umbrella liability coverage in an amount not less than $300,000 per person per occurrence, protecting the City and the Contractor against liability incidental to the use of, or resulting from an accident occurring on or about, its property, including coverage for: (a) fire, explosion, collapse, and underground hazards, completed operations and independent contractors, and (b) automobile liability for all owned vehicles, as well as coverage for non -owned and hired automobiles. The City shall be named an additional insured for policies under this subsection (i). (ii) Workers' compensation insurance as required by the laws of the State of Florida. (iii) Flood insurance, if applicable, in such amount as may be required by the City Risk Manager. (iv) A bid bond or performance bond in such form as may be required by the City Risk Manager. Fidelity bonding for all persons handling funds received or disbursed under this Agreement in an amount equal to or greater than one third (1/3) the amount of the grand of funds hereunder. The City shall be named as Loss Payee. All such insurance shall insure the City as the primary additional insured, with a loss payable clause in favor of the City. The Contractor shall be required to furnish evidence of any other insurance coverage the City may reasonably require during the term of this Agreement. All such policies shall require the insurance carrier to give the City at least 30 days prior written notice of termination, cancellation, expiration, or modification, and all such policies shall be written by insurance companies satisfactory to the City. There shall be no exclusions in such policies that override the City's coverage. Compliance with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this section or under any other section of this Agreement. ARTICLE 5 INDEMNIFICATION 5.1 Indemnification by Provider. The Contractor shall indemnify and save the City, its officials and employees harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of the Contractor's activities related to the Work Program or otherwise under this Agreement, including all acts or omissions to act on the part of the Contractor and/or any persons acting for or on its behalf, and from and against any relevant orders, judgments, or decrees which may be entered against the City, and from and against all costs, attomey's fees, expenses, and liabilities incurred by the City in the defense or investigation of any such claims or other matters. ARTICLE 6 FUNDING AND FINANCIAL ASSISTANCE 6.1 Payments. All payments shall be reimbursements for transportation services within the City of Miami in the amount of $300,000, as specified in Exhibit "E", for a period of one year, through September 30, 2005. Said funds will be appropriated from the City's share of the half penny transportation surtax entitled "Grant to Action Community Center for Circulator Services, B-71201". The City shall not be liable for any debt, obligation, fee, or cost beyond this amount. 7 6.2 Term. During the term hereof and for a period of three (3) years following the date of the last payment made hereunder, the City shall have the right to review and audit the time records and related records of the Contractor pertaining to any payments by the City. 6.3 Request for Payment. Requests for payment should be made at least on a monthly basis. Reimbursement requests should be submitted to the City within thirty (30) calendar days after the indebtedness has been incurred in a form provided by the Department. Failure to comply with these time frames for requesting reimbursement/payment may result in the rejection of those invoices within the reimbursement package which do not meet these requirements. 6.4 Final Payment Request. The Contractor must submit the ftnaI request for payment to the City within 30 calendar days following the expiration date or termination date of this Agreement. If the Contractor fails to comply with this requirement, the Contractor shall forfeit all rights to payment and the City shall not honor any request submitted thereafter. 6.5 Payment Withholdings. Any payment due under this Agreement may be withheld pending the receipt and approval by the City of all reports due from the Contractor as a part of this Agreement and any modifications thereto. ARTICLE 7 TERMS, MODIFICATIONS AND MISCELLANEOUS PROVISIONS 7.1 Tenn of Agreement. This Agreement shall commence following approval of the City Commissioners of the City of Miami and upon the execution and authorization by the parties and shall remain in force for one year thereafter. The Contractors Work Program is outlined under Exhibit "F". 7.2 Renegotiation or Modification. Any substantive changes in the level of service to be provided by the Contractor as set forth herein shall only be implemented after the City has entered into a written agreement with Contractor describing the changed services. 7.3 Title VI and VII Civil Rights Act of 1964. The Contractor shall not unlawfully discriminate against any person because of race, color, sex, religious background, ancestry or national origin in the performance of the Agreement. 7.4 Termination for Cause. This agreement may be terminated for cause by either party upon no less than thirty (30) days written notice to the other party, except when Shuttle operations are in violation of health and/or safety -related provisions of state statutes or the Code of Miami -Dade County, in which case termination shall be as determined by the City Manager. Said notice shall be delivered by 8 verified facsimile transmission or certified mail, return receipt requested. The noticed party shall have the opportunity to cure any stated cause for termination within the notice period, in which case the terminating party may cancel the termination notice using the same means by which the notice of termination delivered. 7.5 Termination without Cause. The City Manager may terminate this Agreement at the convenience of the City without cause upon no Less than sixty (60) days written notice to the other party. All funding obligations of the City shall automatically cease effective on the date of termination. 7.6 Notices. All notices and other communications required to be remitted pursuant to this Agreement to either party hereto shall be in writing and shall be delivered by verified facsimile transmission or certified mail, return receipt requested, to the parties at the address indicated below: FOR THE CONTRACTOR: Action Community Center, Inc Maria P. Albo, Prin. Exec. Officer 970 SW First Street, Suite 304 Miami, Florida 33130 FOR CITY OF MIAMI: Office Of The City Manager City Hall 3500 Pan American Drive Miami, Florida 33133 7.7 Complete and Binding Agreement} This writing embodies the full and complete agreement of the parties. No other terms, conditions or modifications shall be binding upon the parties unless in writing and signed by the parties. 7.8 Execution. This document shall be executed in four (4) counterparts, each of which shall be deemed an original. 7.9 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any proceedings between the parties shall be in Miami Dade County, Florida. In order to expedite litigation, the parties agree to voluntarily and knowingly waive their rights to a jury trial, to claim attorney's fees from the other or to file permissive counter claims in any proceedings arising out of this agreement. 7.10 Non -Assignment. This agreement is unique in nature. The Contractor shall not assign the obligations under this Agreement, whether by express assignment or by sale of the company, nor any monies due or to become due, without the City Commission's prior written approval, which approval may be unreasonably withheld. Any assignment in violation of this paragraph shall constitute a default and is grounds for immediate termination of this Agreement, at the sole discretion of the City. In no event shall any putative assignment create a contractual relationship between the City and any putative assignee. 9 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective and duly authorized officers the day and year first above written. ATTEST: Dr. Domingo J. Acosta Corporate Secretary ATTEST: IQ,- Priscilla A. Thompson d City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: kkii, P. e4bryk:eic Dania F. Carrillo, Administrator Risk Management CONTRACTOR Action Community Center, Inc. 970 SW First Street, Ste 304 Miami, Florida 33130 A Florida not -for -profit corporation By: Maria P. Albo Principal Executive Officer (Attached is Corporate Resolution Authorizing Officer to sign Agreement) SEAL CITY OF MIAMI, a municipal Corporation of tljr t e of Florida By. Joe Amiola �`� � j /� City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Jorg: L. Fe i andez Cxty� Atto y K-0400831 10