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HomeMy WebLinkAboutResolution No. 2016-068CITY OF THE COLONY, TEXAS RESOLUTION NO. 2016- O (QO, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT FOR SERVICES BY AND BETWEEN THE CITY OF THE COLONY AND SPAN, INC.; PROVIDING AN EFFECTIVE DATE NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Council of the City of The Colony, Texas, has duly reviewed and considered the CONTRACT FOR SERVICES by and between the City of The Colony and SPAN, INC. for the purpose of providing nutrition, transportation and social services to older persons, persons with disabilities, and veterans. Section 2. That this Contract for Services attached hereto as Exhibit "A", is found to be acceptable and in the best interest of the City and its citizens, and the City Manager is hereby authorized to execute the Contract on behalf of the City of The Colony, Texas, with the terms and conditions as stated therein. Section 3. That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED by the City Council of the City of The Colony, Texas, this 4t' day of October, 2016. G oe McCou y, Mayor City of The Colony, Tes ATE T: Tina Stewart, TRMC, City Secretary APPROVED AS TO FORM: CJ Moore, ty Attorney STATE O F TEXAS § COUNTY OF DENTON § CONTRACT FOR SERVICES THIS SERVICE AGREEMENT ("Agreement") is entered into by and between the City of The Colony, Texas, acting by and through its duly authorized City Manager (hereinafter referred to as "CITY") and SPAN, Inc., (hereinafter referred to as "SPAN"), a Texas non-profit corporation operating in Denton County, Texas as an organization described in Section 501(c)(3) of the Internal Revenue Code, acting by and through its duly authorized Executive Director. WHEREAS, SPAN enables people to live as fully and independently as possible by providing nutrition, transportation and social services to older persons, persons with disabilities, veterans, and the general public; and WHEREAS, the success of or failure of the SPAN's purposes and objectives has a direct impact on the health and welfare of the citizens of the City; and WHEREAS, the City is charged with the responsibility of promoting and preserving the health, safety, peace, good government, and welfare of its citizens; and WHEREAS, SPAN transportation services were developed to provide safe and efficient transportation to seniors, persons with special needs, veterans and as otherwise defined by agreements into which SPAN may enter from time to time; and WHEREAS, The CITY and SPAN desire to enter into this Agreement whereby SPAN will provide demand response transit service for CITY residents that are seniors (age 60 or older), people with documented disabilities, veterans, spouses of veterans and companions or personal care attendants of the aforementioned passenger types (hereafter referred to collectively as "Riders"); and WHEREAS, Riders in CITY are taken anywhere in SPAN's demand response transit service area at a cost to the Riders of $2.50 for seniors (age 60 and older) and people with documented disabilities; and WHEREAS, Riders may call in at least one (1) day in advance, but no more than two (2) weeks in advance, to set up appointments for pick-up and drop off by calling SPAN'S Transportation Office at 940-382-1900 weekdays between the hours of 8:00 a.m. and 2:00 p.m.; and WHEREAS, Demand response transit service is available between the hours of 7:00 a.m. and 6:00 p.m. Monday through Friday excluding major holidays and subject to capacity constraints. Page 1 of 6 NOW, THEREFORE, THE CITY AND SPAN DO HEREBY COVENANT AND AGREE AS FOLLOWS: 1. Recitals The foregoing recitals are found to be true and correct, are fully incorporated into the body of this Agreement and made a part hereof by reference just as though they are set out in their entirety. 2. Scope of Transportation Services SPAN shall provide door-to-door demand response transit services to CITY citizens residing in Denton County who are Riders in accordance with this Agreement and SPAN's "Transportation Policy and Procedures" which is attached hereto as Exhibit "A" and incorporated herein by reference as though it were set out in its entirety ("Policy"). In the event of conflict between this Agreement and the Policy, this Agreement shall control. In performing services under this Agreement, the relationship between the CITY and SPAN is that of an independent contractor. No term or provision of this Agreement or act of SPAN in the performance of this Agreement shall be construed as making SPAN the agent, servant, or employee of the CITY. 3. SPAN Transportation Operations a. SPAN shall provide all equipment, facilities, qualified employees, training, and insurance necessary to establish a demand response transit service for the CITY's Riders. SPAN shall further establish, operate, and maintain an accounting system for this program that will allow for a tracking of services provided to Riders and a review of the financial status of the program. SPAN shall also track and break down the information regarding the number of one-way trips it provides to Riders. b. The CITY shall have the right to review the activities and financial records kept incident to the services provided to the CITY's Riders by SPAN. In addition, SPAN shall provide monthly ridership information to the City Manager or his/her designee specifically identifying the number of Rider trips including rider origination, destination, and purpose. c. SPAN will be responsible for verifying and documenting the eligibility of Riders. SPAN reserves the right to determine on an individual basis whether SPAN has the capability to safely transport a passenger. In the event that safety is compromised, SPAN may decline transportation for this person and must document the reason why service was declined. d. Span will inform riders that their trips to the doctor or dentist's office, hospital, drug store or other location may qualify as a Medicaid eligible trip. SPAN will direct potential Medicaid eligible riders to call Texas Health and Human Services toll free at 1-877-633-8747 (TTY: 1-800-735-2989) or 1 -877 -MED -TRIP on Monday through Friday between 8:00 a.m. and 5:00 p.m. at least two days before their appointment or trip to schedule free transportation through Medicaid. Page 2 of 6 4. Payment CITY agrees to pay a reasonable fee for demand response transit service provided to Riders. Such fee for fiscal year October 1, 2016, through September 30, 2017, will be a cumulative amount not to exceed One Hundred One Thousand Nine Hundred D o I I a r s a n d n o / 10 0 ($101,900.00) for up to a total of nine thousand nine hundred eighty-two (9,082) one-way trips for Riders, invoiced to CITY on a monthly basis at a price per one-way trip of Eleven Dollars and Twenty -Two Cents ($11.22). There will be 2,653 trips of this total reserved for The Colony Senior Center transportation service. The remaining 6,429 trips will be general purpose for qualified "Riders." a. The number of one-way trips shall be limited to a maximum of seven hundred fifty-seven (757) one-way trips per month ata price of Eleven Dollars and Twenty -Two Cents ($11.22) per one-way trip payable by the CITY. b. EXCEPTION : If the full allotment of seven hundred fifty-seven (757) one-way trips has been exhausted for a particular month and additional one-way trips remain available under this Agreement SPAN may provide transportation service to a Rider needing transportation for dialysis, chemotherapy or other medically necessary treatment ortherapy upon provision by the Rider to SPAN of a doctor's order documenting the need for treatment ortherapy on the date such service is requested by said Rider (an "Excess One -Way Trip"). CITY will pay SPAN for such Excess One -Way Trips upon submission of documentation supporting the Excess One - Way Trips provided that funds remainavailable under the maximum amount of this Agreement for such purpose. c. Excess One -Way Trips shall be deducted from the immediately following month's allotment of seven hundred fifty-seven (757) one-way trips. d. If fewer than seven hundred fifty-seven (757) one-way trips are used in any given month the unused one-way trips from that month will accrue and be available for use during the immediately following month. If unused during the immediately following month, the accrued trips shall continue to roll forward on a monthly basis until the conclusion of the Term of this Agreement. 5. Senior Center Trip Fare Reimbursement In addition, the City of The Colony hereby agrees to pay an amount not to exceed Six Thousand Six Hundred Thirty -Three and 00/100 dollars ($6,633.00) as reimbursement for Senior Center attendees' transportation/fares to and from the Senior Center based on 2,653 City of The Colony residents' fare cost of $2.50 per trip. Reimbursement of Senior Center fares shall be processed according to the following: May 2017- SPAN may invoice the City of the Colony - (include ridership/trip counts for October 2016- March 2017) October 2017 -SPAN may invoice the City of the Colony - balance of ridership for the year (include ridership/trip counts for April 2017- September 2017) Page 3 of 6 Total Fare Reimbursement for FY 2016-17 shall not exceed $6,633.00. 6. General Services Support In addition to the transportation services described above, SPAN covenants and agrees that it shall provide its services to City residents including: a. Meals at the Senior Center Home delivered meals C. Nutrition education to meal program participants. For the operation and provision of the services described in this Article 7, the City shall pay the SPAN the sum of Five Thousand and no/100 dollars ($5,000.00) upon execution of this Contract for Services. 7. Indemnification SPAN assumes all liability and responsibility for and agrees to fully indemnify, hold harmless and defend the CITY, and its officials, officers, agents, servants and employees from and against any and all claims, damages, losses and expenses, including but not limited to attorney's fees, for injury to or death of a person or damage to property, arising out of or in connection with, directly or indirectly, the performance, attempted performance or nonperformance of the services described hereunder or in any way resulting from or arising out of the management, supervision, and operation of the program and activities of SPAN. In the event of joint and concurring responsibility of SPAN and the CITY, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with Texas Law, without waiving any defense of either party under Texas Law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 8. Insurance SPAN shall obtain public liability insurance of the types and in the amounts set forth below from an insurance carrier or underwriter licensed to do business in the State of Texas and acceptable to the CITY. SPAN shall furnish CITY with certificates of insurance or copies of the policies, evidencing the required insurance on or before the beginning date of this Agreement. SPAN agrees to submit new certificates or polices to CITY on before the expiration date of the previous certificates or policies. The insurance shall be the following types in amounts not less that indicated: a. Comprehensive General (Public) Liability Insurance or its equivalent including minimum coverage limits of $1,000,000 per occurrence combined single limit for bodily injury and property damage. Page 4 of 6 b. Automobile Liability Insurance including minimum coverage limits of $1,000,000 per combined single limit for bodily injury and property damage. c. On all insurance required, SPAN shall require insurance providers to: Name the CITY, and its officials, officers and employees, as additional insureds and provide thirty (30) days written notice to CITY of any material change to or cancellation of the insurance. 9. Assignment and Delegation Neither party shall assign or delegate the rights or obligations under this Agreement without the prior written consent of the other party. 10. Severability In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in full force and effect as to the balance of its provisions and shall be construed as if such invalid provision were not a part hereof. 11. Mediation In the event of any dispute regarding this Agreement or the terms contained herein, the parties hereto agree that they shall submit such dispute to non-binding mediation. 12. Term of Agreement The term of this Agreement shall be from October 1, 2016 through September 30, 2017. Either party may modify this Agreement by submitting, in writing, the proposed amendment to beconsidered and executed by both parties. This Agreement may be terminated with or without cause by either party by giving thirty (30) days written notice to the other party of their intent to terminate the Agreement. In the event the CITY terminates without cause, SPAN shall be entitled to receive just and equitable compensation for any satisfactory work completed in accordance with this Agreement and prior to the termination. 13. Applicable Law Venue This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, and venue for any claim or cause of action shall lie exclusively in Denton County, Texas or the Federal courts having jurisdiction over claims arising in Denton County, Texas. 14. Attorney's Fees and Costs In the event it becomes necessary to take legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover attorney's fees and costs of court from the non -prevailing party. Page 5 of 6 IN WITNESS WHEREOF the CITY of The Colony and Span, Inc. have executed this Agreement on this the day of October, 2016. SPAN, INC: Deborah Robertson, Executive Director City of The Colony Ir of The 4;'� •• Troy P e ity Manager �' NN TE X P` A ST r Ww Tina Stewart, City Secretary Page 6 of 6