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HomeMy WebLinkAboutResolution No. 2026-052CITY OF THE COLONY, TEXAS RESOLUTION NO. 2026 - 052- A 52 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 WHEREAS, That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to execute a contract for services with SPAN, Inc. for the purpose of providing nutrition, transportation and social services to older persons, persons with disabilities, and veterans; and WHEREAS, with this contract, the City of The Colony is agreeing to the services not to exceed the amount of $162,049.00. 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 "Agreement", 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 4th DAY OF AUGUST 2026. Y'.OF r - "" Richard Boyer, or s •�:: City of The Colony, Texas r ATTEST: Lc Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: L. MooreXity Attorney STATE OF TEXAS COUNTY OF DENTON INTERLOCAL AGREEMENT FOR SERVICES THIS SERVICE AGREEMENT ("Agreement") is entered into by and between The Colony, Texas ("CITY"), acting by and through its duly authorized designee and Span, Inc., ("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 Chief Executive Officer. The CITY or SPAN may hereinafter be referred to individually as a "Party" or collectively as "Parties." RECITALS: 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 or failure of SPAN's purposes and goals relates to 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, the CITY recognizes that it needs transportation alternatives for its elderly and disabled citizens to seek routine medical care and to deal with daily routine matters, and the CITY desires to assist and provide public transportation to said citizens; and WHEREAS, CITY desires to engage SPAN as an independent contractor, and not as a joint venture, partnership, or employee, to provide the transportation services described herein; and WHEREAS, SPAN is a nonprofit corporation authorized under the Texas Transportation Code to provide this type of transportation to municipalities found in whole or in part within Denton County, Texas; and WHEREAS, SPAN desires to provide transportation services for CITY on the terms and conditions set forth in this Agreement. INTERLOCAL AGREEMENT FOR SERVICES Page 1 of 12 NOW THEREFORE, in exchange for the mutual covenants set forth herein, and other valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows: Article I Term 1.01. This Agreement shall commence on October 1, 2026 ("Effective Date") and continue until September 30, 2027. 1.02. Notwithstanding anything herein to the contrary, either Party may terminate this Agreement by giving thirty (30) days prior written notice to the other Party, subject to federal requirements related to public transportation. Article II Service 2.01. In accordance with this Agreement, SPAN shall provide door-to-door demand response transit services to the CITY's residents who have documented disabilities and/or are sixty-five (65) years of age or older. 2.02. Riders shall be picked up within the Service Area and taken anywhere in the SPAN/CITY transit service destination area shown on Exhibit "A" hereto ("Service Area"), at a cost to the Riders of Three Dollars ($3.00). The Riders shall remit the total fare recited in this section at or prior to the time the service is rendered. SPAN's Transportation Policies and Procedures are attached hereto and incorporated herein as Exhibit "B" ("the Policies"). 2.03. Situations may arise when Riders call and request service that is not identified as a part of the Service Area. SPAN may make a request to the CITY's appointed representative to accommodate the Rider by temporarily transporting outside of the Service Area. The Service Area may be more permanently amended at the request of either Party if both Parties mutually agree to such amendment of Exhibit A in writing. 2.04. Riders may call at least two (2) days in advance, but no more than two (2) weeks in advance, to set up appointments for pick-up and drop-off. A Rider may schedule a ride by calling SPAN's Transportation Office at 940-382-1900, weekdays between the hours of 8:00 a.m. and 2:00 p.m. 2.05. While SPAN will try to accommodate all ride requests, situations may arise where trips cannot be completed due to capacity constraints or other operational reasons. SPAN will do its best to accommodate all requests but does not guarantee that every request will be fulfilled. INTERLOCAL AGREEMENT FOR SERVICES Page 2 of 12 2.06. Demand response transit service is available between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday, excluding Saturday, Sunday, and major holidays, and is subject to capacity constraints and availability. Article III Schedule of Work 3.01. SPAN shall provide all equipment, facilities, qualified employees, training, and insurance necessary to establish a demand response transit service for the 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. 3.02. 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 Rider, based on the information provided. If SPAN determines that a Rider cannot safely be transported, SPAN shall decline transportation and shall provide documentation as to the reason why service was declined. 3.03. The CITY shall have the right to review the activities and financial records kept incident to the services provided to the Riders by SPAN under this Agreement. In addition, SPAN shall provide monthly ridership information to the CITY -appointed designee specifically identifying the number of Rider trips including rider origination, destination, and purpose. 3.04. SPAN will inform riders that their trips to the doctor or dentist's office, 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 to schedule free transportation through Medicaid by calling toll-free 1-877-633-8747 (TTY: 1-800- 735-2989) or 1 -877 -MED -TRIP, Monday through Friday between 8:00 a.m. and 5:00 p.m., at least two days before their appointment or trip. 3.05. The services provided under this Agreement may be, in part, eligible for reimbursement from the Community Development Block Grant (CDBG) program. SPAN shall comply with all necessary requirements of the CDBG program as set forth in Exhibit "C." The CITY shall assume all responsibility for CDBG submittals and required reporting, unless otherwise requested in writing to and agreed to by SPAN. SPAN shall provide all information necessary for the CITY to comply with CDBG requirements. INTERLOCAL AGREEMENT FOR SERVICES Page 3 of 12 Article IV Compensation and Method of Payment 4.01. SPAN shall seek payment for its services from two sources: CITY — the CITY agrees to pay Twenty -Three Dollars and Sixty -Five Cents ($23.65) per one-way trip. SPAN will invoice the CITY monthly based on actual rides performed. The projected trip count for the contract term is Five Thousand Two Hundred (5,200) one-way trips. Based on this estimate, the CITY can expect to pay a total of One Hundred Twenty -Two Thousand Nine Hundred Eighty Dollars ($122,980.00). While SPAN uses historical data to project future activity, this is only an estimate. If the actual rides exceed the estimate, the CITY will be invoiced for those rides and agrees to pay accordingly. Each month a trip summary will be sent to the CITY along with the invoice so the CITY is apprised of trip volume and can gauge overall demand. 2. Riders — each rider shall pay SPAN a price of Three Dollars ($3.00) per one- way trip, to be collected by SPAN at the time of such trip. 4.02. The CITY will only be billed for trips taken per month. 4.03. It is further understood and agreed that the service provided hereunder shall be secondary to and not in lieu of or as a substitute for transportation services available through or funded by Medicare and/or Medicaid or any other program, insurance, or provider. 4.04. If an otherwise eligible Rider contacts SPAN for service and the Rider's trip does not qualify for payment by the CITY under this Agreement and/or there are no remaining trips or funding available under this Agreement for such trip, SPAN may offer its service to such Rider in the Service Area at the total cost of Twenty -Three Dollars and Sixty -Five Cents ($23.65) per one-way trip, which is to be collected by SPAN at the time of such trip. Article V Senior Fare Reimbursement 5.01. The CITY hereby agrees to pay an amount not to exceed Seven Thousand Five Hundred Dollars ($7,500.00) as reimbursement for CITY residents' transportation fares to and from the Senior Center. This amount is based on Two Thousand Five Hundred (2,500) fares at a cost of Three Dollars ($3.00) per trip. 5.02. Reimbursement of Senior Center fares shall be processed twice a year. SPAN will invoice the CITY in May 2027 for rides and trip counts from October 2026 through March 2027. SPAN will invoice the CITY in October 2027 for rides and trip counts from April 2027 through September 2027. Article VI Meal Reimbursement for Congregate and Home -Delivered Meals INTERLOCAL AGREEMENT FOR SERVICES Page 4 of 12 6.01. SPAN provides Federal Administration on Aging Title III food and educational nutrition programs by serving meals at senior centers (congregate meals) and delivering meals to homebound seniors. SPAN agrees to provide such services to eligible CITY residents. 6.02. For the operation and provision of the services described in this Article VI, the CITY shall pay SPAN the sum of Thirty -One Thousand Five Hundred Sixty -Nine Dollars ($31,569) upon execution of this Agreement. Article VII Devotion of Time, Personnel, and Equipment 7.01. SPAN shall devote such time as reasonably necessary for the satisfactory perfor- mance of the services under this Agreement. Should CITY require additional services not included under this Agreement, SPAN shall make a reasonable effort to provide such addi- tional services within the time schedule without decreasing the effectiveness of the perfor- mance of services required under this Agreement and shall be compensated for such additional services on a time and materials basis, in accordance with SPAN's standard hourly rate sched- ule, or as otherwise agreed between the Parties. 7.02. To the extent reasonably necessary for SPAN to perform the services under this Agreement, SPAN shall be authorized to engage the services of any agents, assistants, per- sons, or corporations that SPAN may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be included as part of the total compensation to be paid SPAN hereunder and shall not otherwise be reim- bursed by CITY unless otherwise agreed to in writing. 7.03. The CITY shall not be required to furnish any facilities, equipment, or personnel necessary to perform the services required under this Agreement unless otherwise provided herein. The services provided under this Agreement are based on availability. 7.04. SPAN reserves the right to suspend or terminate Riders who violate SPAN's policies and procedures. Article VIII Miscellaneous 8.01. Entire Agreement. This Agreement constitutes the sole and only agreement between the Parties and supersedes any prior understandings, written or oral agreements, between the Parties with respect to this subject matter. 8.02. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party. 8.03. Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and assigns. INTERLOCAL AGREEMENT FOR SERVICES Page 5 of 12 8.04. Governing Law. The laws of the State of Texas shall govern this Agreement without regard to any conflict of law rules; and venue for any action concerning this Agreement shall be in Denton County, Texas or the federal courts having jurisdiction over claims arising in Denton County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.05. Amendments. This Agreement may be amended by the mutual written agreement of the Parties. 8.06. Payments. SPAN shall invoice CITY based on actual rides performed. Every effort will be made to submit payments within 60 days of receiving the invoice. All payments will be considered unrestricted donations to the organization. Discrepancies in the invoice, if any, will be communicated timely to SPAN and adjustments made if necessary. 8.07. Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 8.08. Independent Contractor. It is understood and agreed by and between the Parties that SPAN, in satisfying the conditions of this Agreement, is acting independently. All services to be performed by SPAN pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent or employee of CITY. SPAN shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of this Agreement. Nothing contained herein shall constitute or provide for a waiver of the CITY's immunity under state or federal law. 8.09. Notice. Any notice required or permitted to be delivered hereunder may be sent by electronic mail, first-class mail, overnight courier, or by confirmed telefax or facsimile to the address specified below, or to such other Party or address as either Party may designate in writing, and shall be deemed received three (3) days after delivery as set forth herein: INTERLOCAL AGREEMENT FOR SERVICES Page 6 of 12 If intended for CITY: CITY Designee The Colony, Texas 6800 Main Street The Colony, Texas 75056 972-624-3152 If intended for SPAN: Michelle McMahon Chief Executive Officer Span, Inc. 1800 Malone Street Denton, Texas 76201 940-382-2224 - Office 8.10. Insurance. (a) SPAN shall during the term hereof maintain in full force and effect the following insurance: (1) A comprehensive commercial general liability policy of insurance for bodily injury, death, and property damage insuring against all claims, demands, or actions relating to SPAN's performance of services pursuant to this Agreement, with a minimum combined single limit of not less than $1,000,000.00 per occurrence for injury to persons, including death, and for property damage, with an aggregate of $2,000,000.00. (2) A policy of automobile liability insurance covering any vehicles owned and/or operated by SPAN, its officers, agents, and employees and used in the performance of this Agreement, with policy limits of not less than $5,000,000.00 combined single limit and aggregate for bodily injury and property damage. (3) Statutory Workers' Compensation Insurance at the statutory limits and Employers' Liability covering all of SPAN's employees involved in the provision of services under this Agreement, with a policy limit of not less than $500,000.00; and (b) All policies of insurance shall be endorsed and contain the following provisions: (1) Provide CITY, its officers, and employees with indemnification under all applicable coverage, with the exception of Workers' Compensation Insurance; (2) Provide for at least thirty (30) days' prior written notice to CITY for cancellation of the insurance; and INTERLOCAL AGREEMENT FOR SERVICES Page 7 of 12 (3) Provide for a waiver of subrogation against CITY for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance. SPAN shall provide written notice to CITY of any material change to the insurance required herein. (c) All insurance companies providing the required insurance shall be authorized to transact business in Texas. (d) A certificate of insurance and copies of the policy endorsements evidencing the required insurance shall be submitted prior to commencement of services and upon request by CITY. 8.11. 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. It is expressly understood that the CITY assumes no operational supervision, control, or oversight of the services provided under this Agreement. CITY does not have any ownership or beneficial interest in the business and does not share any profits or losses generated from the business. 8.12. Indemnification. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM THE SERVICES OF SPAN PURSUANT TO THIS AGREEMENT. SPAN HEREBY WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS "CITY") FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY OR BREACH OF CITY'S OBLIGATIONS HEREUNDER. SPAN AGREES TO INDEMNIFY AND SAVE HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, REASONABLE ATTORNEYS' FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY SPAN'S NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY NEGLIGENT ACT, OMISSION, OR INTENTIONAL ACT ON THE PART OF SPAN, ITS OFFICERS, DIRECTORS, SERVANTS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS. SPAN'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY SPAN UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 8.13. Confidentiality Clause. Subject to the requirements of the Texas Public Information Act or as required by court order, both Parties agree to endeavor to take all reasonable measures to keep in confidence the execution, terms and conditions, as INTERLOCAL AGREEMENT FOR SERVICES Page 8 of 12 well as performance of this Agreement, and the confidential data and information of any Party that another Party may know or access during performance of this Agreement ("Confidential Information"), and shall not disclose, make available, or assign such Confidential Information to any third party without the prior written consent of the Party providing the information, except as required by the Texas Public Information Act or court order. 8.14. Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. 8.15. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. [Signature Page to Follow] INTERLOCAL AGREEMENT FOR SERVICES Page 9 of 12 EXECUTED this 4-��\day of ,2026 CITY OF THE COLONY, TEXAS By•• ' Tro , Mayor ATTEST: 0 Tina Stewart, Secretary EXECUTED this day of ,2026 SPAN, INC By: M /f e h . favi c ►�'� o �tn«- Michelle McMahon, Chief Executive Officer INTERLOCAL AGREEMENT FOR SERVICES Page 10 of 12 EXHIBIT A SERVICE AREA All of Denton County. INTERLOCAL AGREEMENT FOR SERVICES Page 11 of 12 EXHIBIT B TRANSPORTATION POLICIES AND PROCEDURES Attached as separate document, which may be amended from time to time. INTERLOCAL AGREEMENT FOR SERVICES Page 12 of 12