Omnitrans-2018-50 FUNDING AGREEMENT
BETWEEN
OMNITRANS
AND
CITY OF GRAND TERRACE
This Funding Agreement for Measure I funds ("Agreement") by and between the City of Grand
Terrace, a municipal government and Omnitrans, a Joint Powers Authority and a Consolidated
Transportation Services Agency("Omnitrans"), is entered into this_[_�L_day of
��&_yilyiASA4_ , 2018. The City of Grand Terrace and Omnitrans are sometimes individually
referred to as "Party" and collectively as "Parties."
RECITALS
WHEREAS, in its capacity as the Consolidated Transportation Services Agency
("CTSA") for the San Bernardino Valley, Omnitrans has the ability to provide Measure I funds
to other entities for projects that improve mobility for persons with disabilities, senior citizens,
and persons of low income; and
WHEREAS, the City of Grand Terrace currently operates its Senior Transportation
Program("Project") which provides weekday curb-to-curb transportation for seniors to and from
the Grand Terrace Senior Center for lunch, social activities, and planned outings in the
community; and
WHEREAS, the City of Grand Terrace would like to continue operating its Senior
Transportation Program; and
WHEREAS, Omnitrans desires to provide operating assistance funds to the City of
Grand Terrace, on a reimbursable basis, for the Project; and
WHEREAS, the parties wish to enter into this Agreement to document the terms and
conditions of Omnitrans funding of the Project.
NOW, THEREFORE,THE PARTIES AGREE AS FOLLOWS:
1. Project Description: The City of Grand Terrace will continue to operate its curb-to-curb
transportation program for seniors between their homes and the Grand Terrace Senior Center on
weekdays. The service is branded the "Blue Mountain Silver-Liner" and is provided through a
City owned 12-passenger bus, as set forth in the City of Grand Terrace's Project, attached hereto
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5. Progress Reports: In cooperation with Omnitrans, the City of Grand Terrace shall
develop national ridership data reporting mechanisms sufficient for reporting as part of the NTD
(National Transit Database) reporting system, and shall provide such data to Omnitrans monthly.
6. Advisory Committee Participation: The City of Grand Terrace shall attend and
participate in advisory committee meetings, as mutually agreed upon by Omnitrans and the San
Bernardino County Transportation Authority.
7. Compliance with Laws: The City of Grand Terrace will comply with all applicable
federal, state, and local laws, codes, ordinances, regulations, orders, circulars, and directives,
including, without limitation: (i) all regulatory requirements associated with the funding
provided to the City of Grand Terrace for this Project; (ii) all disability laws; and (iii) non-
discrimination and equal opportunity laws. Any failure by the City of Grand Terrace to comply
with such laws may result in the termination of this Agreement or such other remedy as
Omnitrans deems appropriate.
8. Independent Contractor: The City of Grand Terrace, and the agents and employees of the
City of Grand Terrace,in the performance of this Agreement, will act as and be independent
contractors, and not officers, employees, or agents of Omnitrans. The City of Grand Terrace, its
officers, employees, agents, and contractors, if any, will have no power to bind or commit
Omnitrans to any decision or course of action, and will not represent to any person or business
that they have such power. The City of Grand Terrace has and will retain the right to exercise
full control of the supervision of the Project, and over the employment, direction, compensation,
and discharge of all persons assisting in the performance of the work funded by this Agreement.
The City of Grand Terrace will be solely responsible for all matters relating to the payment of its
employees and contractors, including but not limited to, coripliance with all laws, statutes, and
regulations governing such matters.
9. Termination:
a. Omnitrans may terminate this Agreement for cause by giving the City of Grand
Terrace a notice of default and intention to terminate the Agreement ("Termination
Notice"). The notice will be deemed served and effective for all purposes on the date
it is deposited in the U.S. mail, certified, return receipt requested, addressed to the
City of Grand Terrace at the address indicated in Section 19 below.
b. Upon receipt of a Termination Notice, the City of Grand Terrace shall have 30 days
in which to cure the stated violation(s) and to provide to Omnitrans sufficient
evidence that the violations have been cured. If the City of Grand Terrace has not
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cured within 30 days of such notice, or has not provided sufficient evidence of such to
Omnitrans, the Agreement shall be terminated, effective immediately.
c. Omnitrans may also terminate this Agreement in the event of Measure I or federal
grant funding shortfall, upon 15 days written notice. Such notice will be served and
effective as set forth in Subsection 9.a., herein.
d. Omnitrans may also terminate this Agreement in the event of a funding shortfall for
the City of Grand Terrace's Program or the failure to provide notice to Omnitrans of
such funding shortfall, as required pursuant to section 4.e. In the event the City of
Grand Terrace fails to provide the notice required pursuant to section 4.e., Omnitrans
is not required to give the City of Grand Terrace an opportunity to cure such
violation.
e. If Omnitrans issues a Termination Notice or terminates this Agreement due to a
funding shortfall, Omnitrans will reimburse the City of Grand Terrace for work
actually performed up to the effective date of the Termination Notice, subject to the
limitations in Section 4, and less any compensation to Omnitrans for damages
suffered as a result of the City of Grand Terrace's failure to comply with the terms of
this Agreement.
f. The City of Grand Terrace will have the right to terminate this Agreement in the
event Omnitrans is unable to make required payments. In such event, the City of
Grand Terrace will provide Omnitrans with seven (7) days written notice of
termination. The notice will be deemed served and effective on the date it is
deposited in the U.S. mail, certified, return receipt requested, addressed to Omnitrans
at the address indicated in Section 19. Omnitrans will make payment to the City of
Grand Terrace through the date of termination, subject to the provisions of Section 4
above, and less any compensation to Omnitrans for damages suffered as a result of
the City of Grand Terrace's failure to comply with the terms of this Agreement.
10. Assignment: The parties understand that Omnitrans entered into this Agreement based
on the Project proposed by the City of Grand Terrace. Therefore, without the prior express
written consent of Omnitrans, this Agreement is not assignable by the City of Grand Terrace
either in whole or in part.
11. Binding Agreement: This Agreement will be binding on the parties hereto, their assigns,
successors, administrators, executors, and other representatives.
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12. Amendments: No alteration or variation of the terms of this Agreement will be valid
unless made in writing and signed by the parties hereto, and no oral understanding or agreement
not incorporated herein, will be binding on any of the parties hereto.
13. Contractors and Subcontractors: The City of Grand Terrace will be fully responsible for
all work performed by its contractors and subcontractors. Omnitrans reserves the right to review
and approve any contract or agreement to be funded in whole or in part using funds provided
under this Agreement in excess of$25,000.
14. Indemnification. The City of Grand Terrace shall defend, indemnify and hold Omnitrans,
its directors, officials, officers, employees, agents and/or:volunteers free and harmless from any
and all liability from loss, damage, or injury to property or persons, including wrongful death, in
any manner arising out of or incident to any acts, omissions or willful misconduct of City of
Grand Terrace or any of its directors, officials, officers, employees, agents, volunteers, or service
providers arising out of or in connection with the City of Grand Terrace's performance of this
Agreement, including, without limitation, the payment of consequential damages and attorneys'
fees. Further, the City of Grand Terrace shall defend, at its own expense, including the payment
of attorneys' fees, Omnitrans, its officials, officers, employees, agents and/or volunteers in any
legal action based upon such acts, omissions or willful misconduct. The City of Grand Terrace
shall reimburse Omnitrans, its directors, officials, officers, employees, agents and/or volunteers,
for any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided.
15. Insurance. The City of Grand Terrace shall require all contractors or consultants hired to
perform work or services on the Project to obtain, and require their sub-consultants and sub-
contractors to obtain, insurance of the types and in the amounts described below and satisfactory
to Omnitrans. Such insurance shall be maintained throughout'the term of this Agreement, or until
completion of the Project, whichever occurs last. Upon request, the City of Grand Terrace will
provide written certificates evidencing compliance to Omnitrans.
a. Commercial General Liability Insurance. Occurrence version commercial general
liability insurance or equivalent form with a combined single limit of not less than
$1,000,000.00 per occurrence. If such insurance contains a general aggregate
limit, it shall.apply separately to the Project or be no less than two times the
occurrence limit. Such insurance shall:
(1) Name Omnitrans, its officials, officers, employees, agents, and consultants
as an additional insured with respect to performance of the work or
services on the Project and shall contain no special limitations on the
scope of coverage or the protection afforded to these insured;
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(2) Be primary with respect to any insurance or self-insurance programs
covering Omnitrans, its officials, officers, employees, agents, and
consultants; and
'(3) "Contain standard separation of insured provisions.
b. Business Automobile Liability Insurance. Business automobile liability insurance
or equivalent form with a combined single limit of not less than $1,000,000.00 per
occurrence. Such insurance shall include coverage for owned, hired and non-
owned automobiles.
C. Workers' Compensation Insurance. Workers' compensation insurance with
statutory limits and employers' liability insurance with limits of not less than
$1,000,000.00 each accident.
16. Audit: An independent auditor shall audit the City of Grand Terrace's use of Project
funds no less than annually. The City of Grand Terrace agrees to supply Omnitrans with a copy
of any audit of Project related activities performed.
17. Retention and Inspection of Records
a. The City of Grand Terrace, including any contractors or subcontractors, will retain all
driver training records and vehicle maintenance and safety records.
b. Omnitrans or its. designee will have the right to review, obtain, copy, and audit all
books, records, computer records, accounts, documentation and any other materials
pertaining to performance of this Agreement (collectively "Records"), including any
Records in the possession of any contractors or subcontractors. The City of Grand
Terrace agrees to provide Omnitrans or its designee with any relevant information
requested and will permit Omnitrans or its designees access to its premises, upon
reasonable notice, during normal business hours, for the purpose of interviewing
employees and inspecting and copying such Records for the purpose of determining
compliance with any applicable federal and state laws and regulations.
c. The City of Grand Terrace further agrees to maintain all Project Records for a period
of four (4) years after final payment under the Agreement or four (4) years from the
conclusion or resolution of any and all audits or litigation relevant to this Agreement
and any amendments, whichever is later. If so directed by Omnitrans upon expiration
of this Agreement, the City of Grand Terrace will cause all Records relevant to the
Project to be delivered to Omnitrans as depository.
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18. Ste_ The City of Grand Terrace will include the Omnitrans logo and/or Measure I
signage on Project related marketing materials and on.vehicles operated with Omnitrans funding,
including:
a. Vehicles purchased or operated with Measure I funds shall display signs clearly
visible to riders indicating the vehicle is funded in part through Measure I funding.
b. Signage must conform with approved Measure I signage and be approved by
Omnitrans.
19. Notices. All notices hereunder shall be in writing and shall be effective upon receipt. All
notices and communications, including invoices, between the Parties to this Agreement shall be
either personally delivered, sent by first-class mail, return receipt requested, or sent by overnight
express delivery service, postage or other charges fully prepaid, as follows:
TO OMNITRANS: TO THE CITY OF GRAND TERRACE:
Omnitrans City of Grand Terrace
1700 West Fifth Street 22795 Barton Road
San Bernardino, CA 92411 Grand Terrace, CA 92313
ATTN: Director Special Transportation ATTN:,G. Harold Duffey, City Manager
Services
20. Waivers: No waiver of any breach of this Agreement will be held to be a waiver of any
prior or subsequent breach. The failure of Omnitrans to enforce at any time the provisions of this
Agreement or to require at any time performance by the City of Grand Terrace of these
provisions, will in no way be .construed to be a waiver of such provisions nor to affect the
validity of this Agreement or the right of Omnitrans to enforce these provisions.
21. Litigation: The City of Grand Terrace will notify Omnitrans immediately of any claim or
action undertaken by it or against it that affects or may affect this Agreement or Omnitrans, and
will take such action with respect to the claim or action as is consistent with the terms of this
Agreement and the interests of Omnitrans.
22. Non-Liability of Omnitrans: Omnitrans shall not be liable to the City of Grand Terrace or
any third party for any claim for loss of profits or consequential damages. Further, Omnitrans
shall not be liable to the City of Grand Terrace or any third party for any loss, cost, claim or
damage, either direct or consequential, allegedly arising from a delay in performance or failure to
perform under this Agreement.
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23. Costs and Attorneys' Fees: If either party commences any legal action against the other
party arising out of this Agreement or the performance thereof, the prevailing party in such
action may recover its reasonable litigation expenses, including court costs, expert witness fees,
discovery expenses, and reasonable attorneys' fees.
24. Governing_Law and Choice of Forum: This Agreement will be administered and
interpreted under California law as if written by both parties. Any litigation arising from this
Agreement will be brought in the Superior Court of San Bernardino County.
25. Integration: This Agreement represents the entire understanding of Omnitrans and the
City of Grand Terrace as to those matters contained herein and supersedes all prior negotiations,
representations, or agreements, both written and oral. This Agreement may not be modified or
altered except in accordance with Section 12.
26. Severability: If any term or provision of this Agreement or the application thereof to any
person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances other than
those to which it is invalid or unenforceable, will not be affected thereby, and each term and
provision of this Agreement will be valid and will be enforced to the fullest extent permitted by
law, unless the exclusion of such term or provision, or the application of such term or provision,
would result in such a material change so as to cause completion of the obligations contemplated
herein to be unreasonable.
27. Headings: The headings of the various sections of this Agreement are intended solely for
convenience of reference and are not intended to explain, modify, or place any interpretation
upon any of the provisions of this Agreement.
28. Authority: Each person signing this Agreement on behalf of a party hereby certifies,
represents, and warrants that he or she has the authority to bind that party to the terms and
conditions of this Agreement.
29. Ownership; Permission: The City of Grand Terrace represents and warrants that all
materials used in the performance of the Project work, including, without limitation, all computer
software materials and all written materials, are either produced or owned by the City of Grand
Terrace or that all required permissions and license agreements have been obtained and paid for
by the City of Grand Terrace. The City of Grand Terrace will defend, indemnify and hold
harmless Omnitrans and its directors, officers, employees, and agents from any claim, loss,
damage, cost, liability, or expense to the extent of any violation or falsity of the foregoing
representation and warranty.
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30. Counterparts: This Agreement may be executed in multiple counterparts, each of which
will constitute an original, and all of which taken together will constitute one and the same
instrument.
31. Press Releases: The City of Grand Terrace will obtain Omnitrans' prior written approval
of any press releases, or other public outreach materials, that include any reference to Omnitrans
or depiction of the Omnitrans logo.
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement, as of the
date first appearing above.
[Signatures on following page]
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SIGNATURE PAGE
TO
FUNDING AGREEMENT
BETWEEN
OMNITRANS
AND
CITY OF GRAND TERRACE
By:
A)op-"Iscott Graham G. Har d ffey
CEO/General Manager City M ger
Omnitrans City of Grand Terrace
Approved a
O itians Legal Counsel City of Grand Terrace Legal Counsel
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EXHIBIT A
Project Narrative
Background:
The City of Grand Terrace Senior Transportation Program has provided seniors with curb-to-
curb transportation services to and from the Grand Terrace Senior Center, Monday through
Friday, for lunch, activities, appointments and planned outings, since May of 2016. This
increasingly popular program has seen a steady rise in its participation from its inception in
2016. The average number of passenger rides per month in the past three months (June, July and
August 2018) of 254, is 56.15% higher than from the same span of time one year ago when the
program averaged 162.66 passenger rides per month, and 662.76% higher than the same span of
time during the program's first year, 2016, when the program averaged 33.33 passenger rides per
month.
The Senior Transportation Program is a valued part of the community and provides the City's
senior residents the opportunity to meet for lunch, socialize, play games, make special trips, and
be active, all by providing a convenient, local form of transportation.
Project Description:
The City utilizes a Ford E-450, 12-passenger bus, branded the "Blue Mountain Silver-Liner", to
transport senior residents to and from the Senior Center, Monday through Friday, as well as to
City events on weekends. The City of Grand Terrace is proposing to continue existing shuttling
services, as well as to expand ridership through targeted community outreach, offering special
excursions and continuing to respond to the suggestions of City staff working at the Senior
Center.
The original function of the Senior Transportation Program, to provide senior residents
transportation to the Senior Center for lunch, is currently being served daily. Senior residents can
schedule their pickup to the Senior Center, stay for lunch, games and activities, or to travel to the
pre-scheduled bus destination for that day and receive a return ride home. Pre-scheduled
destinations include daily trips to nearby shopping, restaurants, bank visits or special excursions
to nearby entertainment. Shopping destinations include visits to Colton's Citrus Plaza, Ross, the
99 Cents Store, Wal-Mart, Target, CVS/Walgreens, as well as the Inland Center Mall, in San
Bernardino. Restaurant visits include trips to local destinations such as Thai Kitchen, La Pasta
Italia, Maria's, or Odalberto's, as well as trips to restaurants on Hospitality Lane, in San
Bernardino, or even Serrano Buffet, at San Manuel Casino. Special excursions are also regularly
planned and include trips to the movies, Redlands Bowl, or local theatrical presentations.
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Trips are planned based upon historically successful ridership data, as well as through rider and
staff feedback. The Grand Terrace Senior Club meets each month at the Grand Terrace Senior
Center. The Senior Club has a sub-committee in charge of activities which provides feedback
and suggestions for the Senior Transportation Program. Following the direction provided by this
feedback, the Senior Bus has been used to transport senior residents to requested destinations
such as the local barber, Serrano Buffet and to the movies.
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EXHIBIT B
Proiect Budget
Exhibit A
PROPOSED PROJECT BUDGET
Agency Name: City of Grand Terrace
Project Title: Senior Transportation Pro ram �mnr�rair�s
EXPENSES PO61..%T Dec'18-Dee'18 Jan'20-Dee'20 TOTAL
Salaries by Position(oxhide benefits):
(Example:drivers,scheduler,trainer etc,)
A Shuttle Driver 1 tED 100% S 26,000.00 S 26,650.00 $ 52,650.00
B.Benefits $ 17,204.00 $ 17,634.00 $ 34,838,00
C. S $ - $ -
D. S $ $
E. S $ $
F. $ $ $
Total Salaries B Benefits. - $ 43,204:00 -$_. 44.284.00 $ 87,468.00.
Non-Personnel Expenses-
(Example:fuel,rent,insurance,utilities etc.)
A Vehicle Fuel $ 4,080.00 $ 4.18200 $ 8,262.00
B.Vehicle Insurance S 632G0 $ 546,00 S 1,078.00
C.Vehicle Maintenance $ 3,SOD.00 $ 3.585.00 $ 7.088.00
D.Marketing $ 1,000.00 $ 1,02G.G0 S 2,025.00
E.Miscellaneous(Telephone,Office Supplies,etc.) S 160.00 $ 164.00 S 324.00
F $ $ $
Total Non-Pemonnel Expenses $. 9.272.00 S 9,505.O0--$ MT77.00
Administrative Overhead calculated at 3%) $ 1,574.28 $ 1.613.67 S 3,187.95
TOTALIPROJECTEXPENSES- 5' ' 54,050:28 5 402,675 S 109,452s5
REVENUES
Agency Match(Cash) .
(Example:General Fund,CDBG,Donations,etc)
A.General Fund $ 15:000.00 S 15,000.00 $ 30,000.00
B.Donations $ 450.00 S 450,00 $ 900.00
C. $ $ $
D. $ $ $
E. $ $ $
F. $ $ $
Total Cash Match S 15,450.00 $ 15,450.00 $ 30,960.00
Agency Match(In-Kind) Pauaoe rc Tim.
Salaries by Positron(ewiude benelits):
A. $ $ S
B. $ $ $
C. S S $
D. $ $ S
E. $ $ - $
F. S $ S
G. $ Is $
Total In-Kind Match, S - Is - $
a NtA '" ,r TF �,..� �Iw`�a (,,q•'.
Measure I Request - $ 38,600.28 $ 39,95267 $ 78,552.95
TtSTAL REVENUES.:" S Sa,oso.is $ ss;aoz.e7- $' - 109,452.95
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1700 W.Fifth St.
OmniTrans San Bernardino,CA 92411
909-379-7100
Connecting Our Community. www.omnitrans.org
TO: G. Harold Duffey, City Manager of the City of Grand Terrace
FROM: Marcus Garcia, Programs Administrator
DATE: Wednesday, December 12, 2018
RE: Measure I Funding Agreement Through December 31, 2020
Please find enclosed two copies of the Measure I Funding Agreement for your organization
which was approved by the Omnitrans Board of Directors on November 7, 2018. Both
copies contain the original signatures of both the CEO/General Manager and Legal Counsel
of Omnitrans.
One of the copies with original signatures from Omnitrans is for your organization's
records, and the other should be returned to Omnitrans with the signature of the
designated representative named on the document. If your organization's policies require
review from Legal Counsel, a space is also provided for their signature as well. The
addressed envelope provided can be used to return one copy with original signatures from
your organization via U.S. Mail. The original copy should be submitted to the following
address:
Omnitrans Special Transportation Services
Attn: Marcus Garcia, Programs Administrator
1700 W. Sth Street
San Bernardino, CA 92411-2401
Please do not hesitate to contact me at (909) 379-7343 or marcus.garcia@omnitrans.org
with any questions related to this matter.
Sincerely,
Marcus Garcia
Programs.Administrator
Omnitrans Special Transportation Services