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HomeMy WebLinkAboutMV Transportation, Inc. Transportation Disadvantaged Services Agreement -2003 03 25TRANSPORTATION DISADVANTAGED SERVICES AGREEMENT THIS AGREEMENT is made this ~7 day of ~~'1~1, ~~' 3 , by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation, whose address is 1126 East State Road 434, Winter Springs, Florida ("City"), and MV TRANSPORTATION, INC., a California Corporation registered and doing business in the State of Florida, whose principal address is 360 Campus Lane, Suite 201, Fairfield, California, 94585 ("Contractor"). RECITALS: WHEREAS, the City, on November 11, 2002, adopted Resolution No. 2002-34, which acknowledged and recognized a present need to provide transportation services for those senior citizens who, because of physical or mental disability, handicap, income status, or age, are unable to transport themselves or purchase transportation in order to participate in a variety of social and entertainment activities and programs offered by the City at the Winter Springs Senior Citizen Center; and WHEREAS, the City Commission is granted the authority, under § 2(b), Art. VIII of the State Constitution, to exercise any power for municipal purposes, except when expressly prohibited by law; and WHEREAS, the City desires to design, develop and provide transportation services for its senior citizens within its municipal boundaries pursuant to Chapter 427, Florida Statutes; and WHEREAS, the Contractor desires to provide to the City certain transportation services in order to further the City's needs and its goals under the terms and conditions set forth in this Agreement. IN CONSIDERATION of the mutual covenants and provisions hereof, and other good, diverse, and valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the parties desiring to be legally bound do hereby agree as follows: ARTICLE I GENERAL PROVISIONS 1.1 Definitions. For purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. (a) "Agreement" or "Contract" shall be used interchangeably and shall refer to this Agreement, as amended from time to time, which shall constitute authorization for the Contractor to provide the services stated herein to the City. (b) "City" is the City of Winter Springs, Florida, a Florida Municipal Corporation. (c) "Contractor" shall mean MV Transportation, Inc. and any employees, contractors, or agents thereof. (d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. (e) "Public Record" is as described in Section 119.011(1), Florida Statutes. (f) "Services" shall include the performance of the Services outlined in Article 2 of this Agreement. 1.2 Engagement. The City hereby engages the Contractor and the Contractor agrees to perform the Services outlined in this Agreement for the stated fee arrangement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 1.3 Due Diligence. The Contractor acknowledges that it has investigated prior to execution of this Agreement and satisfied itself as to the conditions affecting the Services, the availability of equipment and labor, the cost thereof, the requirements to obtain necessary insurance and satisfy all operational requirements as set forth herein, and the steps necessary to complete the Services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully and faithfully complete the Services within the time set forth. The Contractor will perform its Services with due and reasonable diligence consistent with sound professional practices. 1.4 CCNA Services. The Contractor warrants unto the City that the Services being performed pursuant to this Agreement does not constitute professional services as defined by Section 287.055(2)(a), Florida Statutes. ARTICLE 2 DESCRIPTION OF SERVICES TO BE PERFORMED 2.1 Scope of Services. Contractor shall provide transportation services within the municipal limits of the City of Winter Springs for those persons age fifty-five (55) or older participating in the City of Winter Springs, Florida Senior Transportation Program and such services shall be limited to and from the Winter Springs Senior Citizen Center and the eligible residents' homes. A full description and scope of the Services to be performed under this Agreement is attached as Exhibit "A", a copy of which is hereby incorporated by reference to this Agreement. 2.2 Professionalism. The Contractor shall do, perform and carry out in a professional manner all Services required to be performed by this Agreement. 2.3 Submittal of Progress Reports. Upon request by the City, Contractor shall submit a written progress report as to the status of all Services set forth in this Agreement. The report shall Page 2 of 11 in a sufficient manner demonstrate what services were performed under this Agreement. If the detail is not sufficient in the City Manager's reasonable discretion to permit the City to determine the Services performed or the manner in which it is being performed, the City may seek more detail from the Contractor. 2.4 Warranty of Professional Services. The Contractor hereby warrants unto the City that it has sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise and direct the Services, using its best skill and attention and shall enforce strict discipline and good order among its employees. The Contractor shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority hearing on the performance of the Services, including but not limited to compliance with any applicable rules or regulations required by the community transportation coordinator pursuant to its authority under Chapter 427, Florida Statutes, for the provision of disadvantaged transportation services. The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees and withholding taxes and assume all costs incident to the Services, except as provided herein. ARTICLE 3 COMPENSATION. PAYMENT TERMS 3.1 Compensation. For the performance and full completion of the Services specified herein, City agrees to pay an hourly rate not to exceed $43.24 per hour with the total amount of compensation to Contractor not to exceed $20,000.00 during the term of this Agreement. There shall be no other compensation due Contractor for the Services provided under this Agreement, unless specifically agreed to by the City in writing. 3.2 Invoices and PaXment Terms. Contractor shall submit to the City detailed invoices for all Services incurred under this Agreement and shall be due and owing Contractor "Net 30 Days" from the receipt of invoice by City. 3.3 Calculation of Hourl~Compensation. Contractor shall be entitled to the hourly rate set forth herein and calculated on the basis of a "one hour minimum" for each route performed by Contractor. Route time will be billed from the first scheduled pick-up to the last drop-off, including all waiting time but in no event shall any time calculation include driving time from pullout of Contractor's facilities to the first scheduled pick-up or return from the last drop-off to Contractor's facilities, which are located at 9313 Bachman Road. All work hours and schedules shall be arranged and approved in advance by City. ARTICLE 4 GENERAL CONDITIONS OF SERVICES 4.1 City Inspection. Subject to a right of appeal to the City Commission of the City of Winter Springs, the City Manager shall have authority to reject Services as not conforming to this Agreement. Page 3 of 11 4.2 Services is a Private Undertaking. With regard to any and all Services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and the Contractor is such that the Contractor is an independent contractor and not an agent of the City. The Contractor is an independent contractor and not an employee of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and the Contractor, during or after the performance of the Services under this Agreement. 4.3 City's Responsibilities. The City shall cooperate with the Contractor by: (a) Designating a person with authority to act on the City's behalf on all matters concerning the Services being provided hereunder; (b) Furnish to the Contractor a copy of all available reservation logs, special requests, reports, and other data pertinent to the Services and in the possession of the City; (c) Arrange for access to public and private property by the Contractor as necessitated by the Services. (d) Arrange for and provide personnel to undertake reservation and scheduling services at the City of Winter Springs Senior Citizen Center and transmit such information to Contractor the day prior to the requested transportation to be performed by Contractor. 4.4 Permits, Licenses. Certifications. The Contractor shall be responsible, at its sole expense, to obtain any and all local, state, or federal permits, licenses or certifications required for the performance of the Services to be provided under this Agreement and shall provide a copy of same to the City prior to the commencement of this Agreement. ARTICLE 5 SUBCONTRACTS; ASSIGNMENT 5.1 Ass~nment and Subcontracting. Unless otherwise specifically required by this Agreement, the Contractor shall not assign, sublet, or transfer any rights or Services under or interest in (including, but without limitations, monies that may become due) this Agreement without the written consent of the City, except to the extent that any assignment, sublet, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Further, the Contractor shall not subcontract any portion or all of the Services without the written consent of the City. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the City and the Contractor, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and the Contractor and not for the benefit of any other party. Page 4 of 11 5.2 The City reserves the right to perform any Services related to this Agreement. 5.3 Any costs caused by defective or ill-timed Services shall be borne by the party responsible therefor. ARTICLE 6 MISCELLANEOUS PROVISIONS 6.1 Governing Law; Venue. This Contract shall be governed by the law of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the Services is Seminole County. If any dispute concerning this Contract arises under Federal law, the venue will be Orlando, Florida. 6.2 Contractor's Representative. The Contractor shall designate an individual to act as a representative for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. This person shall be the Contractor's contract administrator. The Contractor may from time to time designate other individuals or delete individuals with the authority to act for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 6.3 Notices. All projects hereunder, all notices, demands, requests, instructions, approvals, and claims shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: Mr. Ronald W. McLemore City Manger City of Winter Springs 1126 East State Road 434 Winter Springs, Fl. 32708-2799 407-327-5957 (Phone) 407-327-6686 (Fax) w/copy to: Anthony A. Garganese City Attorney Brown, Ward, Salzman & Weiss, P.A. 225 E. Robinson St., Ste. 660 P.O. Box 2873 Orlando, FL. 32802-2873 407-425-9566 (Phone) 407-425-9596 (Fax) Page 5 of 11 TO THE CONTRACTOR: MV Transportation, Inc. Jon Monson, President and CEO 360 Campus Lane, Ste. 201 Fairfield, CA 94534-1400 707-863-8980 (Phone) 707-863-8944 (Fax) Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 6.4 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Contractor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal working hours of the Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.5 Reuse of Documents. All documents, including but not limited to, proposals, specifications and data, or programs stored electronically or otherwise, prepared by the Contractor pursuant to this Agreement or related exclusively to the services described herein (if any) maybe reused by the City for any reason or purpose at anytime. 6.6 Ownership of Documents. The City and the Contractor agree that upon payment of fees due to the Contractor by the City for a particular design, report, inventory list, compilation, drawing, specification, model, recommendation, schedule or otherwise, said design, report, inventory list, compilation, drawing, specification, technical data, recommendation, model, schedule and other instrument produced by the Contractor in the performance of this Agreement, or any Services hereunder (if any), shall be the sole property of the City, and the City is vested with all rights therein. The Contractor waives all rights of copyright in said design, report, inventory list, compilation, drawing, specification, technical data, recommendation, model, schedule and other instrument produced by the Contractor in the performance of this Agreement, and hereby assigns and conveys the same to the City whether in the possession or control of the Contractor or not. Page 6 of 11 6.7 Interpretation. Both the City and the Contractor have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 6.8 Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 6.9 Severability. If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. 6.10 Additional Assurances. The Contractor certifies that: (a) No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in the provision of transportation activities by any Federal, State, or local governmental commission, department, corporation, subdivision, or agency; (b) No principal (which includes officers, directors, or executive), individual holding a professional license and performing Services under this Agreement, employee, or agent has employed or otherwise provided compensation to, any employee or officer of the City; and (c) No principal (which includes officers, directors, or executive), individual holding a professional license and performing Services under this Agreement, employee or agent has willfully offered an employee or officer of the City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 6.11 Attorne}~ s Fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. 6.12 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 6.13 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed regarding the City's potential liability under state or federal law. Page 7 of 11 ARTICLE 7 TIME 7.1 Time of the Essence. The Contractor acknowledges and agrees that time is of the essence for the completion of the Services to be performed under this Agreement. 7.2 Timely Performance. Contractor shall timely perform all scheduled pick-up and drop- offservices in accordance with any schedule provided by City to Contractor under this Agreement. In the event Contractor fails to conduct any pick-up or drop-off services within fifteen (15) minutes of the scheduled time for such services, Contractor shall be deemed late or below standard in providing such services. If City determines in its sole discretion and based upon a comparison of logs, schedules or manifests that Contractor is below standard on more than five percent (5%) of the pick-up/drop-off services provided to City under this Agreement during any quarterly period (90 days), such failure tc perform shall constitute a default under this Agreement upon written notification of same being provided to Contractor. Upon receipt of such notification by City, Contractor shall have thirty (30) days to cure such default by providing City with affirmative documentation that the default has been cured within said time period and shall enter into discussions with City to determine the proper methods to cure such default. Such documentation shall be delivered to City and, in its sole discretion, City shall determine whether the default has been cured. ARTICLE 8 PROTECTION OF PERSONS AND PROPERTY; INSURANCE 8.1 Worker's Compensation. Upon the effective date of this Agreement, Contractor shall provide proof of worker's compensation insurance in the minimum amounts required by law (if required). 8.2 Motor Vehicles .Upon the effective date of this Agreement and in order to perform the Services required hereunder, Contractor shall provide proof ofautomobile /fleet insurance to cover claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle for the purposes of this Agreement. The insurance shall have minimum limits of coverage of five hundred thousand dollars ($500,000.00) per occurrence combined single limit for bodily injury liability and property damage liability and two million dollars ($2,000,000.00) aggregate coverage. 8.3 General Liability/Owner's Protective Liability. Upon the effective date of this Agreement, Contractor shall submit proof of general liability and owner's protective liability insurance to cover claims for general liability because of bodily injury or death of any person or property damage arising out of this Agreement or any Services provided hereunder. The insurance shall have minimum limits of coverage of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) general aggregate coverage. 8.4 This paragraph shall be applicable to Sections 8.1, 8.2 and 8.3. The insurance required by this Article shall include the liability and coverage provided herein, or as required by law, whichever requirements afford greater coverage. All of the policies of insurance so required to be Page 8 of 11 purchased and maintained for the certificates (or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty (30) days' prior written notice has been given to the City and the Contractor by certified mail, return receipt requested. All such insurance shall remain in effect until final payment. Unless agreed to by the City to the contrary, the City shall be named on the foregoing insurance policies as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days' prior written notice to the City in compliance with other provisions of this Agreement. For all Services performed pursuant to this Agreement, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by Sections 8.1, 8.2, and 8.3. In the event Contractor fails to maintain said insurance, City, at its option, may elect to terminate this Agreement by written notice to Contractor. 8.5 Indemnification and Hold Harmless. For all Services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and attorneys from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's performance of any Services provided pursuant to this Agreement. The indemnification provided above shall obligate the Contractor to defend at its own expense or to provide for such defense, at the option of the City, as the case maybe, of any and all claims of liability and all suits and actions of every name and description that may be brought against the City or its employees, officers, and attorneys which may result from the Services under this Agreement whether the Services be performed by the Contractor or anyone directly or indirectly employed by them. In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this indemnification provided herein. This paragraph 8.5 shall survive termination of this Agreement. 8.6 Standard of Care. In performing its professional services hereunder, the Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. ARTICLE 9 TERMINATION OF THE CONTRACT 9.1 Termination or Suspension BYCity. The City may, at its sole discretion terminate or otherwise suspend the services provided under this Agreement for convenience, at any time, without penalty whatsoever, by providing written notice of termination to Contractor. Upon termination of this Agreement, the City shall pay the Contractor, as full payment for all Services performed and all expenses incurred, sums due and owing to the Contractor for payment of all Services completed to the City's satisfaction through the termination date as provided in this Agreement. Any payment due shall be subject to the Contractor supplying the City with detailed invoices as described in this Agreement. Upon notice of termination, the Contractor shall cease all Services being provided Page 9 of 11 hereunder unless otherwise directed by City in writing. In the event the City does not appropriate sufficient funding in its annual budget for the continuation of services under term of this Agreement or any renewal thereof, the City shall be permitted to terminate this Agreement without any penalty whatsoever. 9.2 Termination by Contractor. With at least five (5) days written notice to the City, Contractor may terminate this Agreement if the City fails to make any payment of compensation due Contractor under this Agreement. 9.3 Waiver. Failure of the City to insist upon performance within any time period or upon a proper level or quality of performance shall not act as a waiver of the City's right to later claim a failure to perform on the part of the Contractor. ARTICLE 10 TERM OF AGREEMENT 10.1 Term. The term of this Agreement shall commence on April 1, 2003 and end on 12:01 midnight of September 30, 2003. 10.2 Renewal. Contractor may, upon approval of City, elect to renew this Agreement for one (1) additional one (1) year term or as otherwise modified and agreed upon in writing by City and Contractor, by providing written notice to City not later than sixty (60) days prior to the expiration of this Agreement. The City Manager may approve a renewal of this Agreement provided the Contractor has remained in full compliance with its terms and has not committed any default or breach of any term, obligation or other responsibility under the Agreement. Any renewal of term is contingent upon the City allocating sufficient funding in its annual budget for the continuation of services to be provided hereunder. Nothing contained herein shall be construed to obligate the City to renew this Agreement in the event the City does not appropriate sufficient funds in its annual budget for the continuation of transportation services under this Agreement. [THIS PAGE INTENTIONALLY LEFT BLANK] Page 10 of 11 IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CITY: - CITY OF WINTER SPRINGS, ;FLORIDA y: G onald W. McLemorp ~ ~ - City Manager ~ - Dated: March 27, 2003 CONTRACTOR: MV TRANSPORTATION, INC. n Monson (~~ !t_ Opp<~u~i.v, D-Fh~i/ President and CEO Dated: ~i ' ~ " ~' -v Page 11 of 11 EXHIBIT "A" SCOPE OF SERVICES Pursuant to the terms and conditions of the Agreement, Contractor shall provide Services in accordance with the following minimum requirements as set forth herein: 1. General Service Parameters (a) Provide transportation services for the City of Winter Springs, Florida Senior Transportation Program ("Program") within the City limits of Winter Springs and shall be further limited to providing such services to and from the Winter Springs Senior Citizen Center and the homes of those residents eligible to participate in the Services being provided. (b) Provide transportation to and from the Winter Springs Senior Citizen Center shall be limited to allowing participation in senior citizen programs held at the Winter Springs Senior Citizen Center, provided the programs are sponsored by either the City of Winter Springs or the Winter Springs Senior Center, Inc. (c) Adhere to and strictly follow those service policy guidelines, service parameters and eligibility requirements set forth in City of Winter Springs Resolution 2002-34, a copy of which is attached hereto and incorporated herein as Exhibit "B." 2. Provision of Equipment and Personnel (a) Operate the Program utilizing, at the sole discretion of the City, either a 15+ passenger and wheelchair accessible wheelchair van or minibus together with sufficient drivers, dispatch and supervisory services, maintenance, fuel, and insurance. (b) Dedicate upper-level management, accounting, human resources support, and vendors to assist and support the provision of services by Contractor for the Program. 3. Qualified Drivers and Contractor Staff. (a) Provide qualified drivers for the Program who possess and maintain an active, valid driver license issued by the State of Florida for the size and type of vehicle desired to be used by the City. (b) Conduct a criminal background history screen, at its sole expense, on each driver participating in the Program and prohibit the use of any driver whose criminal history reflects any felony conviction for any crime involving controlled substances, violence or any crime or traffic violation involving the use of a commercial vehicle, whether adjudication is withheld or not, under the laws of the State of Florida or any other state. Exhibit "A" Page 1 of 4 (c) Drivers shall have no more than three (3) moving violations or any chargeable traffic accident with the three (3) year period prior to participating as a driver in the Program. 4. Drug and Substance Abuse Programs. (a) Require the participation of all drivers in Drug & Alcohol Free and Substance Abuse Prevention Programs offered by the Contractor and any other applicable drug screening procedures required by local, state or federal law, rule or regulation. 5. Appearance and Grooming. (a) Ensure that all Contractor staff, including drivers, having face-to-face contact with any rider or participant of the Program, shall be in uniform and conspicuously wear a name tag at all times, which contains the person's name and badge number. All Contractor staff shall be courteous and present a neat, professional appearance at all times and shall adhere to a code of personal grooming and hygiene as established and agreed upon by City and Contractor. (b) Contractor's dispatcher shall ensure that the requirements set forth under this subsection are complied with each service day prior to providing transportation services for the Program. 6. Continuing Training Requirements (a) Ensure that all Drivers participating in the Program have successfully completed the Professional Driver Training Program, totaling ninety-six (96) hours of classroom and "behind-the-wheel" training offered by Contractor prior to participating in the Program and any other applicable training required by local, state or federal law, rule or regulation. (b) Provide continuing and refresher training during the term of the Program for any personnel participating therein, including but not limited to passenger and customer assistance, sensitivity, on-road, and other training intended to improve the overall quality of service to be provided by Contractor. (c) Timely perform transportation services under the Program and shall designate supervisory staff to ensure on-time services to customers of the Program. 7. Service Disruptions and Breakdowns (a) Use its "best efforts" to prevent service disruptions due to absenteeism and shall provide "back-up" or extra board drivers to undertake any scheduled services, routes, pick-ups to be performed under the Program. Exhibit "A" Page 2 of 4 (b) Use its "best efforts" to prevent service disruptions due to breakdowns or accidents. In furtherance, Contractor shall employ the use of "ready" or "back-up" vehicles to immediately undertake the interrupted route or service being provided to ensure their completion. (c) Utilize road supervisors to monitor and observe "on-road" operations throughout the service period in order to assist in the coordination of services and to ensure the safe and efficient transportation of passengers. 8. Vehicle Maintenance and Repairs (a) Provide for the timely and efficient scheduling of services by creating a daily route manifest in order to handle all pre-scheduled requests for services. The manifests shall be finalized the day before the services are to be provided and all participating drivers shall be notified by a dedicated operations supervisor of each route schedule. (b) Properly maintain and equip all vehicle to be used for transportation services for the Program to ensure the health, safety and comfort of the passengers utilizing the Program. In furtherance, Contractor shall provide required vehicle maintenance and general repairs in addition to daily vehicle inspections to further this purpose and shall comply with all safety and sanitation standards as required by local, state, or federal, law, rules or regulations relating to providing transportation disadvantaged services. (c) Ensure that each driver performs a daily vehicle inspection (pre-trip and post-trip) prior to a vehicle entering into service each day, which shall be supervised and documented by a road supervisor prior to pullout at Contractor's facilities. (d) Ensure that no vehicle is utilized under the Program if any defect or damage is discovered that may jeopardize or compromise the safety and comfort of the passengers to be transported and shall immediately document such defect or damage and, if necessary, immediately place the vehicle "out of service" until such repairs are made to remedy or correct the defect or damage. (e) Provide preventive maintenance inspections and service to each vehicle used or intended to be used for the Program. Such inspections and service shall be performed every 3,000 miles. After 21,000 miles of service, Contractor will ensure the vehicle undergoes a "C Inspection". Any damage, defects, or required repairs shall be documented and thereafter corrected prior to returning a vehicle to service and no vehicle shall be permitted to operate without the performance of a scheduled preventive maintenance inspection. (f) Maintain the interior and exterior of its vehicles to ensure the health, safety and comfort of passengers utilizing the Program and shall perform necessary inspections to ensure compliance therewith. Exhibit "A" Page 3 of 4 9. Records and Reporting. (a) Contractor shall provide, upon request of City, any papers, documents, reports or repair orders, reflecting the repair history, maintenance or breakdown of any vehicle used by Contractor for the Program. (b) Contractor shall maintain and make available, upon the request of City, all reports, records, documents, logs or papers required to be maintained pursuant to applicable local, state, or federal law, rules or regulations in order to comply with the City's reporting requirements pursuant to Chapter 427, Florida Statutes. (c) Shall promptly notify the City of any person utilizing the Program who fails to abide by the service policy operating guidelines in accordance with City of Winter Springs Resolution No. 2002-34. (d) Maintain a log and document odometer readings for each vehicle to be used under the Program and provide such documentation to City at its request. Exhibit "A" Page 4 of 4 Sent By: BROWN,WARD,SAL2MAN&WEISS,P.A.; 407 425 9598; Mar-14-03 2:53PM; Page 3/7 EXHIBIT "B" ~_ RL+'SOLUTION NO. 2002-34 A RF..SOi~U'1'iON Oh TIIE CITY COMMISSION O:N "I'1d1; L!"I'Y OF WINTER SPRINGS, FT.ORIDA, R.ELATINU TU TIIE Cl`I'Y OF WINTER SPRINGS, FLORI.1)A SENIUR 'i'IiANSPOR'1'A'1`)<ON PROGRAM; PROViDTNG FOR 'i'llE ESTABi,,i.SIIMENT OF TIIE SEMOR T'RANSPURTATION PROGRAM; PROVIDIriTG ELTGTBTi.Ti'Y REQUIREMENTS; P120ViDING SERVICE PARAMETERS; PROVIDING FOR RLTLFS OF SERVICE; PROViUIlVG FOR THE REPEAL OF PR10R INCONSISTENT RFSOi,UTIONS; ANll PRUVIDiNG FOR AN EFFECTIVE DATE. W>fIIJREAS, the City of Winter Springs provides a variety of educational, social, and enLertiiinrnent programs for the benefit of its senior citizens at the Winter Springs Senior Citizen Center; and WII.~:,ItEAS, the City Commission believes such programs arc important and advantageous to the social, mental, and physical health of its senior citizens; and WHEREAS, the City Commission recognizes that many of its senior citizens no longer can provide their own transportation, and as such may be unable to enjoy and benefit fr(7m the programs provided at the Winter Springs Senior Citizon Center; and WHEREAS, in acknowledfinent ofthe fi~regoing, the City Commission instructed City staffi' to open lines of communication with the City's senior citizens to determine if a need existed for the City to provide transportation for its seniors; and WHF.RTAS, on or about March 27, 2002, a meeting was held at the Winter Springs Senior Center, attended by various City departments, a representative of the State I3oard for the '1'rai>sportationDisadvantaged, representatives nfTuskawilla Trails,Nacicnda Village, WinterSprings Senior Center, Inc. and various other interested parties; and WHEREAS, the consensus of the meeting was that there was a definite need for transportation services liar seniors from their Domes to the Winter Springs Senior Citizen Ceuttr artd back to ensure that all seniors who desired to participate in the programs provided would have the ability tci dc~ so; and WIIERFA,S, the City Commission has determined it to be in the best interest of the health, safety, and welfare of the citizens of the City of Winter Springs to establish the City of Winter Springs, l~lorida Senior Transportation Program. City of Winicr 6prinpp, Flnri~ls rt~u,tio<, u aoo~-a4 Page t of S Received Time Mar,14. 11~41AM Sent By: BROWN,WARD,SALZMAN&WEISS,P.A.; 407 425 9596; Mar-14-03 2:54PM; Page 4/7 ,~ y NOW, '1'HI+aREFQRE, BE 1T R.ESOLVE~ BY THE C1TY COMMISSION OF THE CITY OT WINTER SPRI:IVGS, SFMiNOI,E COUNTY,!+'LORiDA, AS FOLLOWS: Seciiou 1. Recitals: The forogoing rCCitals are affirmed and incorporated as part of this resolution. Section 2. Winler Suria~s Senior Transportation Program; A. l+:stablishmcnt of the City of Winter Snrin~s, Florida Senior Traitsaortation l'rogram:_ The City Commission of the City of Winter Springs hereby establishes the City of Winter Springs, Florida Senior Transportation Program. B. EIi ibility: N.I residents of the City of Winter Springs, who are fifty-five (5,5) years of age or alder, are eligible to participate in the City of Winter Springs, Florida Senior Transportation Program. G. Service Param~t~r,~.:. 1. The City of Winter Springs shall only provide transportation within the City limits of Winter Springs. 2. Transportation shall be titnited to and from the Winter Sprinl;s Senior Citizen Ccntcr and the eligible residents home. 3. Transportation shall be limited to senior citizen programs held at the Winter Springs Senior Citizen Center, provided the programs are sponsored by either the City of Winter Springs or the Winter Springs Senior Center, Inc. 4. The Winter Springs City Commission reserves the absolute right, at its sole discretion, to suspend or cancel the Winter Springs Senior 'I'ranspartation Program at any time, without notice and f~.r any reason. D. Se~vicc Policy: l , Transportation to and from the Winter Sprinl;s Senior Citizen Center will be available before and after, morning, aAernoon, and full-day programs. 2. All transportation must be scheduled itt advance. To schedule transportation the requesting senior must call the Winter Springs Senior Citizen Center, one City of Wirrter Sprir~gz, FluriJcr4 Rcaoliition # 2002-34 Page Z of 3 Received Time Mar~l4~ 11~41AM Sent By: BROWN~WARD,SALZMAN&WEISS,P.A.; 407 425 9596; Mar-14-03 2:54PM; Page 5/7 (1) business day before a reduired pick-up, between the hours of tt:00 A.M. and 10; A.M., Monday through Friday, excluding City recognised holidays, and indicate whether they will be attending a mortung, afternoon, or full-day program. 3, l:)ue to a linuted number of'seats, and routing requiccrnents, transportation will curly be available as scheduled, a. For transportation to the Winter Springs Senior Citizen Center, seniors must be prepared for pick-i,p fifteen minutes in advance ofthe scheduled time. if the senior is not prepared for pick-up at t.hc time of arrival, the driver may wait no more than five (5) minutes, after which the driver must proceed to the next pick-up. if a senior is unprepared at the appointed time, and the vehicle must leflve without the senior, the scheduled ride shall he noted as a "no-show." b. For transportation from the Winler Sprinl;s Senior ('itizen Center, the vehicle will leave only at the conclusion of the morning, afzernc~cm or full-day program, as scheduled by the senior. If' a senior must leave the program prior to its conclusion, the senior must arrange their own transportation home. c. Seniors should be prepared to take al} necessary items with them, such as medication and dietary needs, which may be needed during the scheduled programs. 4. If the senior decides to cancel or reschedule a trip, the senior must notify the Winter Springs Senior Citizen Center at least one (1) hour before the scheduled transport. Failure t~ canc:el a scheduled transport will be considered a "no-show." 5. Ifa participatinb senior accrues Gve (S) "nc)-show" notations, within a twelve (12) month period, the senior's eligibility for the City of Winter Springs Senior 'l~'ransportation Program will be suspended for six (6) months. b. Behavior, such as but not iitnited to, abusive language and conduct, fighting, arguing;, or violence of any kind will not be tolerated. 7. No weapons, including but not limited to, guns or kiuves shall be allowed to be carried by any participating senior upon the vehicle. B, No pets, except seeing eye dogs shall he allowed to accompany the participating senior. City of Winler 5pringa, M7orjtfa Resolotiun # 2002-34 Yage 3 of 5 Received Time Mar~14~ 11~41A1~ Sent By.: BROWN,,WARD,SAL2MAN&WEISS,P.A.; 407 425 9596; Mar-14-03 2:54PM; Page 5/7 (1) business day before a required pick-up, between the hours of K:~O A.M, and 10; A..M., Monday through Friday, excluding City recognized holidays, and indicate whether they will be attending a morning, afternoon, or full-day program. 3, 1)uc to a linuted number of'seats, and routing requirements, transportation will only be available as scheduled. a. For transportation to the Winter Springs Senior Citizen Center, seniors must be prepared for pick-up fifteen minutes in advance of'the schecittled time. Tf the senior is not prepared for pick-up at the time of arrival, the driver may wait no more than five (5) minutes, after which the driver must proieed to the next pick-up. if a senior is unprepared at the appointed ti.nae, and the vehicle must leave without the senior, the scheduled ride shall be noted as a "no-show." b, For transportation from the Winter Springs Senior Citizen Center, the vehicle will ieave only at the conclusion cif the morning, aflernoc~n or full-day program, as scheduled by the senior. if' a senior must leave the program prior to its conclusion, the senior must arrange their own transportation home. c. Seniors should be prepared to take all necessary items with them, such as medication and dietary needs, which may be needed during the scheduled programs. 4. If the senior decides to cancel or reschedule a trip, the senior must notify the Winter Springs Senior Citizen Center at least one (1) hour before the scheduled transport- Failure t~ cancel a scheduled transport will be considered a "no-show," 5. if a participating senior accrues Gve (S) "nc~-show" notations, within a twelve (12) month period, the sen.ior's eligibility for the City of Winter Springs Senior 'l~'ransportation Program will be suspended for six (6) months. 6. T3chavior, such as but not limited to, abusive language and conduct, fighting, arguing, or violence of any kind will not be tolerated. 7. No weapons, including but not limited to, guns or ktuves shall be allowed to be carried by any participating senior upon the vehicle. 8. No pets, except seeing eye dogs shall be allowed to accompany the participating scrtior. Cily of Winler Springs, N7orjAa Resolution a 2002-34 Yage 3 of S Received Time Mar,l4~ 11~41AM Sent Bar:,BROWN,,WARD,SALZMAN&WEISS,P.A.; 407 425 9596; Mar-14-03 2:55PM; Page 6/7 '~' ~-- 9. No luggage or other carry-on baggage shall be allowed, otltcr than handbags or umbrellas, 10. Smoking shall not be allowed on the senior transportation vehicles. 11. if a senior is in need csf a5tiistancc to and fi-orn the vehicle, the senior may bring an aide. Such an aide shall act as a personal care assistant anti not merely a companion, and must be picked-up and dropped-off at the hinne of the senior. 12. No unscheduled stops wilt be permitted by the driver, The use of the transportation is for the specific; purpose of attending and returning from programs at the Winter Springs Senior Citizen Center, Examples of stops not permitted under this program include drugstore, grocery store, restaurants, doctors and dental offices, or the residence of a friend or family member. 13 , 1('an emergency occurs while a senior is being transported under lhis program and medical attention is rcyuired, the driver will call 9-1-1, the transportation provider's office, and the Winter Springs Senior Citizen Center to report the incident. 14. Any violation of the policies established by this Resolution by any participating senior could result in the suspension or revocation of that participating senior's privilege to use the Winter Springs Senior Transportation l'rogratn. Section 3. Admi~ristrative Rules: The City Manager is hereby authorized to adopt written adntittistralive rules to implement the policies and procedures set forth in this Resolution. Such administrative rules shall not be in conflict with this Resolution. Secliun 4. Repeal ofPrior Inconsistent Resoluti~ns• All prior inconsistent restitutions adopted by the City Commission are hereby repealed. Section S. Severabilitw: Tf any section, clause, phrase, word, or provision is for any reason held invalid or unconstitutional by a court of competent jurisdiction, whether for substantive or procedural reasons, such portion shall he deemed a separate, distinct, and independent provision, and such holding shall not affect the validity of the remaining portions of this resolution, Section 6. Effective Date: This resolution shall become el3ective immediately upon passage by the City Commission of the City of Winter Springs, Florida, and pursuant to tht City Charter. City of Witrter Springs, Florida Ncsolutinq # 2(102-3A Page 4 of 5 Received Time Mar,14~ 11~41AM Sent By/:, BRQWPI,WARD,SAL2MAN&WEISS,P.A.; 407 425 9596; Mar-14-03 2:55PM; Page 7/7 DUNT ANll ADOY'1'ED in regular session of the City Commission of thc: City of Winter Spril~gs, Florida this I.I th day of November 2002_ PAUL P. PAR'1'YKA, yar -- O-LUACES, City Clerk i~ AT 'ST: ANDR~;A LO Z AP}'1ZU AS TQ FOi~M AN[~ LEG SU ICIENCY; ANTII~)NY A. GARGANi:SE, City Altorntey F;~Lxwyer\jc$L`,City of Winter Spein~glkcsolutionslScnivr!'ransporProg_Final.wpd Gity of Winler Spring, Florida Rcxnlution R~ aU02,39 Page 5 of S Received Time Mar.14~ 11~41AM A-C~DTM CERTIFICATE OF LIABILITY INSURANCE 12/31/2003 DATE (MMIDDIYY) 03/26/2003 PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 CA Lic #0554167 Kansas City MO 64112-1906 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR (816) 960-9000 INSURERS AFFORDING COVERAGE INSURED MV TRANSPORTATION INC INSURER A : SCOTTSDALE INDEMNITY CO. , . 1027496 ATTENTION: JULIE HARRIS INSURERS: 360 CAMPUS LANE IN R R C SUITE 201 FAIRFIELD CA 94585 COVERAGES TT) THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE I OOO OOO A X COMMERCIAL GENERAL LIARIL~TY OP10002928 12/31 /2002 12/31 /2003 ~iRE DAMAGE An one (ire 50 000 CLAIMS MADE ~ OCCUR MED EXP An one erson 5 000 PERSONAL & ADV INJURY 1 000 000 GENERAL AGGREGATE 2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS • COMP/OP AGG 1000 000 X POLICY PRO LOC AUT OMOBILE LIABILITY A X ANY AUTO OP10002928 12/31/2002 12/31/2003 COMBINED SINGLE LIMIT (Eaaccidenl) $ !,000,000 ALL OWNED AUTOS jURY e D $ XXXXXXX SCHEDULED AUTOS P r person HIRED AUTOS e D RY $ XXXXXXX NON-OWNED AUTOS P r accident) X $100,000 SIR PROPERTY DAMAGE $ XXXXXXX (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX ANY AUTO NOT APPLICABLE OTHER THAN EA ACC XXXXXXX AUTO ONLY: AGG XXXXXXX EXCESS LIABILITY EACH OCCURRENCE $ 4,000,000 B X OCCUR ~ CLAIMS MADE XL00017388 12/31/2002 12/31/2003 AGGREGATE $ 4 000 000 ^ UMBRELLA XXXXXXX DEDUCTIBLE FORM XXXXXXX RETENTION XXXXXXX WORKERS COMPENSATION AND NOT APPLICABLE. WC STATU- OTH- t~ EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ XXXXXXX E.L. DISEASE - EA EMPLOYEE XXXXXXX E.L. DISEASE -POLICY LIMIT $ XXXXXXX A OTHER OP10002928 12/31/2002 12/31/2003 $2,000,000 LIMIT PER LOCATION AUTO PHYSICAL DAMAGE $5,000 COMP./COLL. DEDUCTIBLE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS THE CITY OF WINTER SPRINGS, FLORIDA IS ADDED AS ADDITIONAL INSURED AS RESPECTS CONTRACT TO PROVIDE TRANSPORTATION SERVICES TO SENIOR CITIZENS TO'1•HE Cl"I-Y OF WINTER SPRINGS SENIOR CITI7.EN CENTER. CFDTICIC ATF NAI r1CD w 1731135 CITY OF WINTER SPRINGS, FLORIDA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION A FLORDIA MUNCIPAL CORPORATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL -~~ DAYS WRITTEN ATTN: RONALD MCLEMORE, CITY MANAGER NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 1126 EAST STATE ROAD 434 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR WINTER SPRINGS FL 32708-2799 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE r~~.vrcu cav Broil ©ACORD CZ~RPORATION 1988