HomeMy WebLinkAboutLYNX (d/b/a)/Central Florida Regional Transportation Authority - Bus Service Agreement -2013 BUS SERVICE AGREEMENT
(No.12-XXX)
by and between
CENTRAL FLORIDA REGIONAL TRANSPORTATION AUTHORITY d/b/a LYNX
(LYNX)
and
CITY OF WINTER SPRINGS
(City)
relating to the
providing of paratransit bus service for Winter Springs Parks and Recreation Division
January 1, 2013
{25637507;2}
TABLE OF CONTENTS
(The Table of Contents to this Bus Service Agreement is for convenience of reference only and
is not intended to define, expand, or limit any of the terms and conditions of this Bus Service
Agreement)
Paragraph Caption Page Number
1. DEFINITIONS 1
2. PROVIDING OF BUS SERVICE 3
3. TERM 3
4. TERMINATION. 3
5. BUS SERVICE 4
6. PAYMENT FOR BUS SERVICE 4
7. ADDITIONAL CITY CHARGES 5
8. SECURITY DEPOSIT 5
9. This Paragraph is not applicable. 5
10. ADVERTISING 5
11. BOND. 6
12. NON-ASSIGNABILITY. 6
13. RELATIONSHIP OF OTHER PARTIES. 6
14. NO THIRD PARTY BENEFICIARY 6
15. NOTICE 6
16. GOVERNING LAW 7
17. MISCELLANEOUS CLAUSES 7
18. BOARD APPROVAL. 9
19. COMPLETE AGREEMENT 9
Schedule of Exhibits
Exhibit "A" — Sketch of Winter Springs Area
Exhibit "B" — Description of Service or Bus Route/Service Costs
Exhibit "C" —Schedule of Service Times and Stops
{25637507;2} 11
BUS SERVICE AGREEMENT
THIS BUS SERVICE AGREEMENT (the "Agreement") made and entered as of
January 1, 2013 (the "Commencement Date") by and between:
CENTRAL FLORIDA REGIONAL TRANSPORTATION AUTHORITY, a
body politic of the State of Florida, d/b/a LYNX, 455 North Garland Avenue,
Orlando, Florida 32801 (hereinafter referred to as "LYNX")
and
CITY OF WINTER SPRINGS, a Florida municipal corporation, do Parks and
Recreation Division, 1000 Central Winds Drive, Winter Springs, Florida 32708
(hereinafter referred to as the "City").
The City and LYNX shall sometimes be referred to collectively as the "parties".
WITNESS ET H:
WHEREAS, LYNX provides public transportation in the Central Florida area including,
but not limited to, dedicated bus service for the benefit of and use by the public; and
WHEREAS, the City has expressed a need for additional or new public transportation
service in and to certain portions of Winter Springs, Florida, as generally described and set forth
in Exhibit "A" attached hereto (the "Service Area"); and
WHEREAS, the Parties have agreed to LYNX establishing and/or expanding public
transportation service in and to the Service Area to provide said additional public bus
transportation, and LYNX is prepared to do so pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual premises herein contained, the
parties hereto do hereby agree as follows:
1. DEFINITIONS. For the purposes of this Agreement, the following definitions
shall apply under this Agreement, unless the context requires otherwise or another definition is
expressly provided in this Agreement:
Additional City shall have the meaning set forth in Paragraph 7 below.
Charges
Agreement shall mean this Bus Service Agreement, as the same may be
amended from time to time.
{25637507;2} 1
Bus Service shall mean the revenue bus service to be provided by LYNX in
and to the Service Area as set forth in this Agreement and as
more particularly described in Exhibits "A" and "B" attached
hereto.
City shall mean the City of Winter Springs, a Florida municipal
corporation.
Cost of Bus Service shall mean the actual cost incurred by LYNX to provide the
Bus Service, which for the LYNX fiscal year ending
September 30, 2013, will be based on an estimated per-
passenger trip rate of $9.83 including fuel and administration
costs. The foregoing per-passenger trip rate is subject to
readjustment for each succeeding fiscal year as provided in
Paragraph 3 below.
Farebox Revenue shall mean the revenue derived from LYNX from passengers
utilizing the Bus Service. In the event any such Farebox
Revenue is allocated to services provided by LYNX outside of
the Service Area, then LYNX may make a reasonable
allocation of said revenue so that the term "Farebox Revenue"
relates solely to the Farebox Revenue for the Bus Service in the
Service Area.
FDOT shall mean the Florida Department of Transportation.
FTA shall mean the Federal Transit Administration.
Monthly Cost of Bus shall mean the actual cost incurred by LYNX (based on the
Service Cost of Bus Service and actual hours of Bus Service)to provide
the Bus Service for each and every month during the term of
this Agreement.
Monthly Farebox shall mean the actual Farebox Revenue received from LYNX
Revenue for the Bus Service during each and every month during the
term of this Agreement.
Net Monthly Cost of shall mean the net cost to provide the Bus Service on a monthly
Bus Service basis, which for any particular month is equal to the Monthly
Cost of Bus Service for that month less the Monthly Farebox
Revenue for that same month.
Option Term shall have the meaning set forth in Paragraph 3(a) below.
Payments shall mean the payments to be made to LYNX by the City
pursuant to Paragraph 6 below.
Service Area shall mean the area described in Exhibit "A" attached hereto.
{25637507;2} 2
Service Schedule shall mean the frequency, times and stops for the Bus Service
to be provided by LYNX, as set forth and described in
Paragraph 5 below.
2. PROVIDING OF BUS SERVICE. Pursuant to the terms and conditions of this
Agreement and in consideration of the Payments, LYNX agrees to provide the Bus Service in the
Service Area. In regard to providing said Bus Service, the obligation of LYNX is subject to the
following:
(a) Federal, state and local regulations applicable to LYNX including,
but not limited to, the rules and regulations promulgated from time to time by
FDOT and/or FTA as applicable to LYNX.
(b) All conditions beyond the reasonable control of LYNX including,
but not limited to, Acts of God, hurricanes, matters of public safety, etc.
(c) The changing transportation needs of the City to the extent LYNX
can reasonably accommodate such needs.
(d) The times set forth in this Agreement and other matters regarding
the providing of Bus Service are not guarantees; they are projected times for
stops and starts and are subject to best efforts by LYNX, including matters
associated with traffic, accidents, etc.
3. TERM.
(a) This Agreement shall be effective as of the Commencement Date
and the initial term of this Agreement shall terminate at the close of business on
December 31, 2013, unless sooner terminated pursuant to this Agreement. The
parties shall have four (4) options to extend the term of this Agreement for
additional one (1) year periods (each, an "Option Term"). The term of this
Agreement shall automatically renew for an Option Term unless either party
provides written notice to the other of its desire not to renew the Agreement for
the particular Option Term, which notice shall be provided in accordance with
Paragraph 4(a) below.
(b) No later than six (6) months before the end of each fiscal year of
this Agreement (based on a September 30 fiscal year), the City and LYNX shall
meet in good faith to discuss each party's intentions as to the continuation or
cessation of service for the next Option Term, as well as to consider any
adjustment in the per-passenger trip cost of providing the Bus Service as set
forth under Cost of Bus Service,to reflect any changes in LYNX's cost of doing
so. Any modifications to the terms of this Agreement shall be set forth in
writing and approved by both parties.
4. TERMINATION.
(a) Termination at Will. This Agreement may be terminated with or
without cause, by either party, without penalty, upon no less than thirty (30)
{25637507;2} 3
calendar days written notice to the non-terminating party. Said notice shall be
delivered by certified mail, return receipt requested, or in person with proof of
delivery. Notice shall be effective upon receipt.
(b) Termination Due to Lack of Funds. In the event funds from
governmental sources relied upon to finance this Agreement become
unavailable, the City or LYNX may terminate this Agreement with no less than
twenty-four (24) hours written notice to the other party. Notice shall be
delivered by certified mail, return receipt requested, or in person with proof of
delivery. Notice shall be effective upon receipt.
(c) Termination for Breach. Unless breach is waived by the City or
LYNX in writing, either party shall, in order to terminate this Agreement for
breach, give the other party written notice of the breach. If the breach is not
cured within thirty (30) calendar days, the non-breaching party may terminate
this Agreement. Notice shall be delivered by certified mail, return receipt
requested, or in person with proof of delivery. Waiver by either party of breach
of any provisions of this Agreement shall not be deemed to be a waiver of any
other breach and shall not be construed to be a modification of the terms of this
Agreement, and shall not act as a waiver or estoppel to enforcement of any
provision of this Agreement. The provisions herein do not limit the City's or
LYNX's right to remedies at law or to damages.
5. BUS SERVICE. LYNX shall provide Bus Service consistent with the terms and
conditions set forth in Exhibits "B" and"C." Said Bus Service is subject to all of the provisions
of this Agreement. During the term of this Agreement, LYNX, after discussion with the City,
may adjust the Bus Service to better accommodate the overall Bus Service to be provided under
this Agreement.
6. PAYMENT FOR BUS SERVICE. The Bus Service to be provided by LYNX
pursuant to this Agreement is in consideration of the City paying to LYNX the Net Monthly Cost
of Bus Service. In that regard,the parties do hereby agree as follows:
(a) Within thirty (30) days after the end of each and every month,
LYNX shall provide to the City an accounting in reasonable detail sufficient to
show for said month the actual Monthly Cost of Bus Service and actual Monthly
Farebox Revenue, which would show for that month the required actual
payment to be made to LYNX which would be the Net Monthly Cost for Bus
Service to be paid. The City shall make said monthly payment to LYNX within
thirty (30) days after the receipt of the invoice from LYNX.
(b) To the extent the Monthly Farebox Revenue exceeds the Monthly
Cost of Bus Service, the billing to the City for that month will be zero, and
neither party will be obligated to the other. LYNX will be entitled to keep the
Monthly Farebox Revenue.
(c) For the purpose of invoicing the City, invoices and related matters
will be sent to the City or received in person at the following address:
{25637507;2} 4
City of Winter Springs
Parks and Recreation Division
1000 Central Winds Drive
Winter Springs, Florida 32708
(d) In any event, the obligation of LYNX to provide the Bus Service is
expressly contingent upon it receiving and only to the extent it receives the
required Payments set forth above.
(e) Nothing contained in this Agreement shall obligate LYNX to
provide any funding for the Bus Service. Specifically, LYNX will not be
obligated to provide any general funding it receives from any other government
agency to the Bus Service. With respect to any bus fares that may arise from
the Bus Service (including any interest, if any, that LYNX may obtain by virtue
of any deposits it makes by virtue of any of the Payments), those fares, interests,
etc. may be retained by LYNX and used for its other bus operations and is not
required to be used for the Bus Service to be provided under this Agreement.
7. ADDITIONAL CITY CHARGES. The City is not currently charging
passengers any additional amounts to utilize the Bus Service above and beyond any Farebox
Revenue that LYNX receives ("Additional City Charges"). The City reserves the right to
impose Additional City Charges on passengers in the future, provided that the amount of such
Additional City Charges and the manner in which such Additional City Charges are collected
and remitted to the City must be agreed to in writing by LYNX.
8. SECURITY DEPOSIT. No security deposit is required of the City under this
Agreement.
9. This Paragraph is not applicable.
10. ADVERTISING. The parties are aware and understand that LYNX undertakes
an advertising program on its buses and that LYNX also does not specifically identify a specific
bus on a specific route. From time to time, buses will be taken out of service for maintenance
and repair and replacement, and future buses will also be used from time to time to provide the
Bus Service. In addition, various rules (including FTA guidelines) provide for random
assignment of buses. With this background:
(a) LYNX will be entitled to place on the buses which it uses to
provide the Bus Service, advertising from time to time.
(b) LYNX shall have the right in its reasonable discretion as to what
buses and the type of the buses that will be used to provide the Bus Service.
The foregoing assignments and other matters regarding the buses in the Bus Service will be
subject in all respects to all applicable laws including FTA and FDOT requirements. Any
advertising revenue obtained from LYNX in connection with the Bus Service will be the
property of LYNX and will not be deemed to be any "Farebox Revenue".
{25637507;2} 5
11. BOND. The City shall not be required to furnish LYNX with any bond or other
collateral conditioned for the faithful performance of the duties and due accounting for all
monies received by the City under this Agreement.
12. NON-ASSIGNABILITY. This Agreement is not assignable by either Party
without the prior written consent of the other Party.
13. RELATIONSHIP OF OTHER PARTIES. The Parties are aware and agree that
the relationship between LYNX and the City under this Agreement shall be that of an
independent contractor and not an agent.
14. NO THIRD PARTY BENEFICIARY. This Agreement is solely between the
parties hereto and no person or persons not a party hereto shall have any rights or privileges
whatsoever either as a third party beneficiary or otherwise.
15. NOTICE. Any notice permitted to be given to either party under this Agreement
shall be in writing and shall be deemed to be given (i) in the case of delivery, when delivered to
the other party at the address set forth in the preamble to this Agreement, (ii) in the case of
mailing, three (3) days after said notice has been deposited, postage pre-paid, in the United States
mail and sent by certified or return receipt requested to the other party at the address set forth in
the preamble to this Agreement and (iii) in all other cases when such notice is actually received
by the party to whom it has been sent. Notices shall be sent to the following:
As to LYNX: Blanche Sherman, Director of Finance
LYNX
455 North Garland
Orlando, Florida 32801
with a copy to: Lisa Darnall
LYNX
455 North Garland
Orlando, Florida 32801
As to the City:
Chris Caldwell, Director
City of Winter Springs
Parks and Recreation Division
1000 Central Winds Drive
Winter Springs, Florida 32708
with a copy to: Kevin Smith, City Manager
City of Winter Springs
1126 E. State Road 434
Winter Springs, FL 32708
Either party may change the address to which any notices are to be given by so notifying the
other parties to this Agreement as provided in this Paragraph.
{25637507,2} 6
16. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Florida. The parties further agree that the exclusive
venue and jurisdiction over any action arising under this Agreement shall be in the courts of
Orange County, Florida. Each party expressly waives any right to a jury trial.
17. MISCELLANEOUS CLAUSES.
(a) Sovereign Immunity. Each party hereto is a government agency
entitled to sovereign immunity under the laws of the State of Florida. Nothing
contained in this Agreement, the relationship between the parties hereto, the
providing of the Bus Service, or otherwise shall in any way whatsoever
constitute any waiver by LYNX or the City of its rights to invoke sovereign
immunity as a governmental entity.
(b) Force Maieure. The rights and obligations and duties of the
parties hereunder shall be subject to any causes beyond their reasonable control
including, but not limited to, Acts of God, hurricanes, storms, and, in the case of
LYNX, government regulations and directives applicable to it.
(c) Time of Essence. The parties recognize that time is of the essence
in the performance of the provisions of this Agreement provided, however, in
regard to the providing of Bus Service, that is subject to the qualifications set
forth in this Agreement.
(d) Legal Obligations. This Agreement shall not relieve any party of
any obligation or responsibility imposed upon it by law.
(e) No Waiver. No term or provision of this Agreement shall be
deemed waived and no breach excused unless such waiver or consent shall be in
writing and signed by the party or parties claimed to have waived or consented.
Waiver of any default of this Agreement shall not be deemed a waiver of any
subsequent default. Waiver of breach of any provision of this Agreement shall
not be deemed to be a waiver of any other or subsequent breach. Waiver of
such default and waiver of such breach shall not be construed to be a
modification of the terms of this Agreement unless stated to be such through
written approval of all parties.
(f) Benefits of Service. The Payments to be paid by the City to
LYNX are net, and shall not be reduced based upon any other funding or
benefits that LYNX may receive including, but not limited to, any funding that
LYNX receives from the FTA as a part of its overall ridership total.
(g) No Oral Modification. The parties agree that this Agreement is a
complete expression of the terms herein and any oral or written representations
or understandings not incorporated herein are excluded.
(h) Severability. If any of the provisions of this Agreement are held
to be invalid, illegal or unenforceable by a court of competent jurisdiction, the
{25637507;2} 7
remaining provisions shall remain in full force and effect. To that end, the
provisions of this Agreement are declared to be severable.
(i) Counterparts. This Agreement may be executed in two (2) or
more counterparts, each of which will be deemed an original, and it will not be
necessary in making proof of this Agreement or the terms of this Agreement, to
produce or account for more than one (1) of such counterparts.
(j) Adjustment of Bus Routes. The parties are aware and understand
that with respect to any adjustment or modification of Bus Service, LYNX will
be required to follow State and Federal guidelines relating to adjustments and
modification of Bus Service. This will generally require a minimum of one
hundred twenty (120) days in order to provide various required public notices.
(k) Capital Requirements (i.e., Buses). LYNX has generally planned
for adequate buses to provide the Bus Service. If, at any time, LYNX
experiences a material shortfall or lack of buses to provide the Bus Service,
LYNX will immediately discuss with the City such situation and how it is to be
resolved. The matter will also be brought to the attention of the Board of
Directors of LYNX and the Parties will seek to arrive at a solution to provide
such additional bus capacity. In doing so, the parties are aware that any solution
would not necessarily involve LYNX moving buses from its other public routes.
LYNX, through its Board of Directors, will have in its reasonable discretion the
ability to deal with such situation.
(1) Default/Notice/Procedure to Resolve Disputes. The parties
understand and are aware that this Agreement is between two entities that
mutually desire for the beneficial providing of the Bus Service under this
Agreement and wish to avoid any default or misunderstandings. Thus, in the
event one Party hereto believes that the other Party is in default under this
Agreement, the other Party through a senior representative shall contact a senior
representative of the other Party in an effort to discuss and resolve any alleged
default or nonperformance. Failing such resolution, said Party will then be
required to give actual written notice to the other party of said alleged default
before said Party may exercise any of the rights available to it under this
Agreement. With this background, the City is aware and specifically
understands that the scope and quantity of the Bus Service being made available
by it, is based upon the payments due LYNX hereunder. Thus, for example, if
the City should fail to pay the requisite Payments, LYNX could seek to enforce
that payment but, at its option, could also reduce in its discretion the bus service
specifically within the Service Area.
(m) Service Within and Outside the Service Area. The Bus Service
to be provided by LYNX under this Agreement covers Bus Routes that are
located within the Service Area, as more particularly set forth in Exhibits "A"
and "B". LYNX is not obligated to provide the Bus Service outside the Service
Area, unless otherwise agreed between the parties through an amendment to this
Agreement.
{25637507;2} 8
(n) Independent Contract As To Employees Of LYNX. LYNX is
an independent contractor and retains the right to exercise full control and
supervision over its employees and their compensation and discharge. LYNX
will be solely responsible for all matters relating to payment of its employees,
including but not limited to the withholding and payment of employee taxes,
insurance contributions, placement of insurance and pension coverages and the
like.
18. BOARD APPROVAL. This Agreement is subject to the approval by the LYNX
Board of Directors and the City of Winter Springs City Commission.
19. COMPLETE AGREEMENT. This Agreement constitutes the complete
agreement between the parties hereto with respect to the management and distribution of the
services contemplated herein and it may not be amended, changed or modified except by a
writing signed by the party to be charged by said amendment, change or modification subject to
the following:
(a) Modifications that are anticipated to result in no increase to
LYNX's operational cost per revenue hour (see Cost of Bus Service) require the
written concurrence of the LYNX's Executive Director and the City's City
Manager.
(b) Modifications that are anticipated to result in an increase to
LYNX's operational cost per revenue hour (see Cost of Bus Service) require the
approval of the LYNX's Board of Directors and the City Commission.
[Signatures Begin On Following Pagel
{25637507;2} 9
IN WITNESS WHEREOF, the parties have hereunto executed this Bus Service
Agreement the day and year first above written.
Attest: WINTER SPRINGS, FLORIDA
1
_ : By:
Lorenzo-Luaces, City Clerk Kevi mith, Ci Manager
Dated: �JP fJ/3
CENTRAL FLORIDA REGIONAL
TRANSPORTATION AUTHORITY
By:
John M. Lewis, Jr., Chief Executive Officer
Dated:
This Agreement has been approved as to form
only for execution by LYNX, and this approval
is not to be relieved upon by any other person
or for any other purpose.
AKERMAN SENTERFITT
By:
Name:
Title:
Dated:
{25637507;2} 1 0
Exhibit "A"
Sketch of NeighborLink Winter Springs Service Area
L.
$ sER1 CR3R mum
l �.PRiic luu.oa(PRL.lRVE i
. I
rr � eartRUww.paRR
Egli x ypipunvyc F s r = .� 44
sumo&pmxCane' j l®_ _ I -1��„to
r # t tj tt / ... ry �ueeyw. '`�
:41 '� 1-( '191 "-irk'"�'0 a,,..� d. •' ' ( _ \�
1� ii
r wwnoiauawpaRe .upou►panc ovencaREaRR
le
4 -�,~�;n, y , r friiii OaRMpLONpaoc \,►.. . , ,11 il . M
1 I ' wraf Rrw +r.' •\ x.CRnaroc+crRacnEao
�,
�,�,► �i G'1.7 ..'.Ra • P4 �jPU1URl milMOIRIV
f-----■\
A r n ►I .ar.rmwl.c
/J
j FRUM6000 MIX '-* .... .."'. 0.1110,
r ■ q
i
iiVAW '
r .: 1�..�i s it d' hi rz) —_____________ 1111 Y�_�
��y I � `' r
R ti / d
W .Winter Sp
np.
{25637507,2} 1 1
Exhibit "B"
Description of Service or Bus Route
The City's Parks and Recreation Department will communicate directly with LYNX to
indicate which participants will be traveling by no later than 5pm the day prior to service
provision. A third-party LYNX contractor will schedule the trips on one to two vehicles to
most efficiently provide the service. Services can only be provided as a group trip with
origins and destinations within the City of Winter Springs and to/from the same location
(i.e., from individual homes to one common facility or from one common facility to
individual homes).
LYNX will invoice the City's Parks and Recreation Division monthly on a per-passenger
trip basis, less fares collected (if the City chooses to charge a fare). LYNX will provide
sufficient back-up to show trips provided and fares collected.
{25637507;2} 12
Exhibit "C"
Schedule of Service Times and Stops
Unless otherwise directed by the City of Winter Springs and agreed upon by the
Manager of Paratransit Operations, customers should be delivered to the Winter
Springs Senior Center by XX:XX AM and picked up for the return trip by XX:XX PM.
{25637507;2} 13