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
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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
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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
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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
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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
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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
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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
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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
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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
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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.