Loading...
Item 4B - Agreement - CARSAGREEMENT BETWEEN CITY OF SOUTHLAKE AND CALL A RIDE SOUTHLAKE, INC. STATE OF TEXAS § 0 COUNTY OF TARRANT § THIS AGREEMENT is entered into by and between the City of Southlake, Texas, a home rule municipal corporation located in Tarrant County and Denton County, Texas, acting by and through its duly authorized Mayor (hereinafter referred to as "City"), and Call A Ride Southlake, Inc., a non-profit corporation of Texas, acting by and through its duly authorized Chairman (hereinafter referred to as "CARS"), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. WHEREAS, the mission of CARS is to provide free, non -emergency transportation to Southlake seniors and disabled adult citizens for medical, dental, social, business, shopping and personal needs; and WHEREAS, City and CARS desire to enter into an Agreement whereby CARS will continue to provide free, non -emergency transportation to Southlake seniors and disabled adult citizens for medical, dental, social, business, shopping and personal needs; NOW, THEREFORE, City and CARS, in consideration of the mutual undertakings hereunder set forth, do hereby covenant and agree as follows: SECTION 1 SCOPE OF SERVICES A. CARS shall provide the services as outlined in the attached Appendix, Section A. B. CITY shall provide services as outlined in the attached Appendix, Section A. SECTION 2 CITY AND CARS STAFF CONTACTS CARS and the City shall both provide staff liaisons as outlined in the attached Appendix, Section A. - Community Services Agreement with CARS Page 2 of 10 SECTION 3 GOVERNANCE CARS shall be solely governed by its board of directors, who shall meet in accordance with the bylaws and articles of incorporation. The time, date, place and agenda of these board meetings shall be the responsibility of the CARS board of directors. SECTION 4 CARS PERSONNEL A. CARS shall recruit, interview, and hire the employees, contractors, volunteers and other agents needed to provide the services to be provided by CARS pursuant to this Agreement, including management and other necessary staff determined by CARS to be necessary. All such personnel shall be employees, independent sub -contractors or volunteers, as the case may be, of CARS, and not employees, independent sub -contractors, or volunteers of City. B. CARS understands that the safety of the senior and disabled citizens and the quality of the services CARS is to provide under this Agreement is of paramount concern to the City. Therefore, CARS agrees to establish reasonable requirements for its employees, contractors, volunteers and other agents sufficient to promote and maintain the safety of the senior and disabled citizens CARS will be transporting pursuant to this Agreement, and to provide high quality transportation services. C. CARS shall immediately notify the Director of Community Services or designee of any information or issues regarding CARS employees, contractors, volunteers, and other agents that could impact the health, safety or welfare of the citizens of Southlake, or that could prove to be detrimental to the public image of CARS and/or the City, provided that this shall not require CARS to disclose any information that CARS may not legally disclose under applicable laws regarding privacy. SECTION 5 CONSIDERATION In recognition that the City elected to support the CARS transportation services rather than provide such service, City agrees to an annual payment to be paid to CARS in the amount of $15,000 to be dispersed annually on January 1 of each year. Payment is subject to City Council budget authorization. Payment by the City shall be applied by CARS as described in the attached Appendix, Section A. - Community Services Agreement with CARS Page 3 of 10 The City of Southlake will also provide office space to CARS if, in the sole determination of the City, extra space within the City is available. The City will endeavor to provide space large enough for at least one person, a two drawer file cabinet, and a computer desk. The City will also provide a desk and file cabinet if, in the sole determination of the City, such equipment is available. SECTION 6 REPORTING A. CARS shall generate and provide to the Senior Services Coordinator of the City monthly reports regarding the performance measures outlined in the attached Appendix, Section B. B. The City shall have the right to review the books and records kept incident to the services provided by CARS to the City. SECTION 7 INSURANCE AND INDEMNIFICATION CARS AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS), ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT ACT OR OMISSION OF CARS, ITS OFFICERS, EMPLOYEES AND AGENTS, IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. CARS SHALL NOT BE REQUIRED TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FOR ANY DAMAGES OR LIABILITY FOUND BY A COURT TO HAVE ARISEN FROM THE NEGLIGENT ACT OR OMISSION OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES, EXCEPT TO THE EXTENT OF ANY APPLICABLE INSURANCE COVERAGES. SECTION 8 INDEPENDENT CONTRACTOR In performing the services hereunder, CARS is acting as an independent contractor, and shall not be deemed an employee, agent or partner of the City. City shall have no power to direct or supervise its activities in carrying out its responsibilities under this Agreement. Neither party shall have the authority to make binding representations or agreements on behalf of the other. - Community Services Agreement with CARS Page 4 of 10 SECTION 9 TERM OF AGREEMENT AND REVIEW OF PERFORMANCE A. The term of this agreement shall be for a three year period beginning October 1, 2019 and ending September 30, 2022. This agreement may be renewed for up to two successive three-year periods beginning on October 1 and ending on September 30 of each year upon written agreement by both parties and annual budget approval by the Southlake City Council. B. At the end of the term, the City will undertake an annual review of the performance based upon performance and quality measures outlined in the attached Appendix, Section B. C. Notwithstanding any provision herein to the contrary, either party may terminate this Agreement upon 30 days written notice to the other. Upon termination, or if CARS ceases to provide services under this agreement, CARS shall return to the City any unexpended funds paid pursuant to this Agreement. SECTION 10 NO WAIVER OF GOVERNMENTAL IMMUNITY Notwithstanding any provision of this Agreement to the contrary, nothing contained in this agreement shall be construed to limit or waive any governmental or sovereign immunity of the City, or any immunity applicable to its officers, agents, servants or employees. To the extent there may be a waiver of immunity under state law, the remedies available to enforce this agreement are limited to mandamus, specific performance or injunctive relief. All other remedies, including suits for damages and recovery of attorney's fees are specifically waived by both parties. SECTION 11 CITY OF SOUTHLAKE — STRATEGIC LINK The City has adopted a Strategic Management System to improve the organization's ability to define and execute its strategy. Effective strategic management systems provide the mechanism to link the mission, strategy, department goals, citizen perceptions, and service delivery efforts in a continuous feedback loop. CARS, its mission and the services outlined on page 1 of the agreement, link to the City's strategy through the following strategic objectives: • B2 Collaborate with select partners to implement service solutions • C1 Achieve the highest standards of safety and security • C5 Promote opportunities for partnerships and volunteer involvement • C6 Enhance the sense of community by providing excellent customer service and citizen engagement opportunities - Community Services Agreement with CARS Page 5 of 10 SECTION 12 CITY OF SOUTHLAKE VALUES The City has adopted values that are the fundamental principles that guide how officials, staff, and employees of the City conduct themselves in pursuit of the mission and vision. All business conducted with the City shall adhere to the City's organizational values as described below: • Integrity: Being worthy of the public's trust in all things. We deal honestly and respectfully with each other and the public at all times. • Innovation: Valuing progressive thinking, creativity, flexibility and adaptability in service delivery. • Accountability: Taking personal responsibility for our actions or inaction while putting the interests of the taxpayer first. • Commitment to Excellence: Behaving responsively in our delivery of service to the public. Our work is characterized by its quality and by the diligence with which it is carried out. We proactively seek to solve problems in advance. • Teamwork: Recognizing the importance of working together to meet our citizen's needs, communicating clearly, sharing resources and information freely. The values set forth in Section 12 are goals to which City officials, staff and employees are expected to adhere to in activities concerning this Agreement. While perceived failure to adhere to, comply with, or take action consistent with these values should be reported to an appropriate City official, staff member, or employee, such action or failure to act shall not be considered a breach of this Agreement. SECTION 13 MISCELLANEOUS This Agreement sets forth all the agreements between the parties and no modification shall be effective unless reduced to writing and signed by the part to be changed therewith. - Community Services Agreement with CARS Page 6 of 10 SECTION 14 TERMINATION If, in the sole discretion of the City Council, the City determines that CARS has not complied with the terms of this agreement, the City may terminate this Agreement at any time. This document may be executed in duplicate originals. IN WITNESS WHEREOF the City and CARS have executed this Agreement as of this day of , 201_. CITY OF SOUTHLAKE Mayor, City of Southlake Chairman, Call A Ride Southlake, Inc. Attest: Amy Shelley, TRMC City Secretary Approved as to form and legality: City Attorney - Community Services Agreement with CARS Page 7 of 10 AGREEMENT BETWEEN CITY OF SOUTHLAKE AND CALL A RIDE SOUTHLAKE, INC. I_177A.G1►1 SECTION A SCOPE OF SERVICES A. In return for payment described in Section 5 of this Agreement, CARS shall provide the following services: 1. CARS staff contact person to serve as a liaison between CARS and the City: Name: Erik Phelps Title: Executive Director Phone: 817-798-4022 Email: callaride(d)hotmail.com Name: Ernie Meyer Title: Chairman Phone: 817-354-8084 Email: texmeverCa.sbcglobal.net 2. Free on-call transportation for qualified persons of the City as follows: a. Senior citizens over the age of 55 years and disabled adult individuals, and b. who are residents of Southlake, and c. whose physical condition permits them to be transported by the drivers in the vehicles available. 3. CARS will provide transportation to the persons identified in Subsection 2 above: a. to and from non -emergency medical appointments, dental appointments, and health care providers located within a 25 mile radius of The Marq Southlake; b. for personal need including necessary essentials, i.e., to and from the grocery store, drug store, bank, personal grooming, social activities, etc., located within a seven (7) mile radius of The Marq Southlake. - Community Services Agreement with CARS Page 8 of 10 4. CARS shall operate solely in accordance with its bylaws operations manual and the following: a. Volunteer drivers who use their own vehicles shall provide the transportation services. CARS shall recruit, qualify, and train these drivers. b. Transportation services will be provided Monday through Friday during the hours between 8:00 AM and 5:00 PM, or by special arrangement at the discretion of CARS. c. Transportation normally will be scheduled at least 72 hours prior to departure. 5. Office hours with available staff in the office may be variable; however, CARS office staff will be available by phone during published hours. 6. CARS will provide for a timely telephone response when rides are scheduled and until the completion of those ride deliveries are either confirmed or an alternate process of transportation is provided as outlined in the CARS operations manual and approved by the Director of Community Services or designee. B. In addition to payment described in Section 5 of this agreement, City shall: 1. Provide a staff contact person to serve as a liaison between City and CARS. The City liaison shall be apprised by CARS of all CARS board meetings, CARS shall forward a copy of the agenda prior to the meeting, and the City liaison may participate with the CARS board at all scheduled meetings. a. Name: Soheila Phelps b. Title: Senior Services Coordinator c. Phone: 817-748-8398 d. Email Address: smashatphelpse-ci.southlake.tx.us 2. Provide a presence on the www.CitvofSouthlake.com and VolunteerSouthlake.com which is limited to: a. Information which includes organization name, mission, contact information and link to organization website. 3. Consider posting information contained in press releases on www.MySouthlakeNews.com and/or www.CitvofSouthiake.com. Any and all information in such press releases will be subject to review and possible revision prior to posting. 4. Consider highlighting CARS in monthly electronic e -blasts to the Southlake Senior Activity Center members or in the Senior Activity - Community Services Agreement with CARS Page 9 of 10 Center newsletter. Any and all information in such press releases will be subject to review and possible revision prior to posting. 5. Consider an ad a space in the Volunteer Southlake weekly a -blast sent to over 2,000+ volunteers based on availability. 6. CARS recruitment flyers may be displayed at the Senior Activity Center. 7. Publish in the seasonal department brochure organization information to include organization name, mission, contact information and link to organization website. 8. Provide access to the City's logo for use by CARS. Such use is subject to review and approval by the Director of Community Services Department or designee 9. All marketing, recruiting, and advertising options are included in this Agreement and therefore all pre-existing agreements and memo of understanding's are null and void. 10. Provide at no cost to CARS in accordance with current policies and guidelines, the use of City facilities, excluding The Marq Southlake, for events and meetings directly related to CARS business. Requests for use of City facilities shall follow current reservation procedures as outlined in the Facility Use Policy. 11. Provide to CARS in accordance with current policies, guidelines and reservations fee schedule, the use of City facilities at The Marq Southlake for the applicable reservation fee, for events and meetings directly related to CARS business. Requests for reservations at The Marq Southlake shall follow current reservation procedures and fee schedule as outlined in the City's Fee Schedule. SECTION B PERFORMANCE AND QUALITY MEASURES A. In evaluating CARS's performance pursuant to Section 9 of this agreement, the City will determine whether CARS has met the following performance measures: 1. CARS shall provide the services described in the Appendix, Section A, in a professional manner throughout the entire term of the agreement. 2. CARS shall develop and provide an annual written report to the City. This report shall include: a disclosure of CARS financial status, operations conducted during the preceding year, planned future operations, details on how the City's funding is utilized in support of - Community Services Agreement with CARS Page 10 of 10 CARS, volunteer hours as submitted to Volunteer Southlake and any other information agreed to by both CARS and the City. The volunteer hours worked by CARS volunteers shall be submitted monthly to Volunteer Southlake by the CARS liaison. The hours submitted shall be included within the Volunteer Southlake's tracking of volunteer hours, and will count towards the calculation to determine the eligibility for the Presidential Service Award as defined by the Point of Light Foundation. 3. CARS shall continue to provide monthly written reports to the City by the first Monday of each month to be reviewed by the Senior Advisory Commission. 4. CARS shall attend the Senior Advisory Commission meeting on a quarterly basis, or as requested, to answer any questions that may arise.