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Resolution 2019-21RESOLUTION NO. 2019-21(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS, TO EXECUTE THE INTERLOCAL PUBLIC TRANSIT SERVICE AGREEMENT BETWEEN THE DALLAS AREA RAPID TRANSIT AND THE CITY OF WYLIE CONCERNING AN ON DEMAND RESPONSIVE TRANSPORTATION PROGRAM WITHIN COLLIN COUNTY TO RESIDENTS WHO ARE 65 YEARS OF AGE OR OLDER OR WHO HAVE A DISABILITY. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: The City Manager of the City of WYLIE, Texas, is hereby authorized to execute, on behalf of the City Council of the City of WYLIE, Texas, the Interlocal Public Transit Service Agreement between the Dallas Area Rapid Transit and the City of Wylie concerning a demand responsive transportation program. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 10th day of September, 2019. ATTEST TO: STEPIIANIE STORM, City Secreta Resolution No. 2019-21(R) Interlocal Public Transit Service Agreement between the Dallas Area Rapid Transit and the City of Wylie EXHIBIT "A" Interlocal Agreement Resolution No. 2019-21(R) Interlocal Public Transit Service Agreement between the Dallas Area Rapid Transit and the City of Wylie EXHIBIT 1 1 1 1 THE STATE OF TEXAS COUNTY OF COLLIN } } } KNOW ALL MEN BY THESE PRESENTS INTERLOCAL PUBLIC TRANSIT SERVICE AGREEMENT THIS AGREEMENT, ("Agreement") by and between Dallas Area Rapid Transit Mobility Service, LGC ("LGC"), a Texas local government corporation organized and existing pursuant to Subchapter D of Chapter 431 of the Texas Transportation Code and the City of Wylie, Texas (hereafter referred to as "CITY") a Texas municipal corporation whose address is 300 Country Club, Building 100, Wylie, Texas 75098 (collectively, referred to as the "the Parties" or individually, as a "Party"). WITNES SETH: WHEREAS, the LGC began a demand responsive transportation program within Collin County that is available to residents of CITY who are 65 years of age or older or who have a disability (hereafter referred to as the "Service"); and WHEREAS, CITY has provided funding to support the operation of this Service since 2016 and has determined that the Service is beneficial to the residents of the CITY; and WHEREAS, CITY may modify the amount that CITY residents pay for the Service through this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Term and Termination 1.01. The term of this Agreement shall begin on the 1st day of October, 2019, and terminate at midnight on the 30th day of September, 2022, unless earlier terminated as herein provided ("the Term"). 1.02. In addition to any other termination provision contained herein, either Party shall have the right to terminate this Agreement by giving the other Party one hundred twenty (120) calendar days advance written notice of termination. 1.03. In the event that either Party shall fail to perform any of their respective material obligations under this Agreement, the non -defaulting Party shall have the right to terminate this Agreement if the defaulting Party has not cured any such failure to perform within thirty (30) calendar days following written notice by non -defaulting Party of such failure. EXHIBIT 1 1.04. In the event that CITY fails to make any payment required by Section 4.04 of this Agreement, LGC shall have the option, at its sole discretion, to suspend such Service within CITY or require that residents of the CITY pay a higher fare or percentage share of taxi vouchers for the Service. The suspension or revised user fees may continue until payments from the CITY resume. 2. Service Description 2.01. Service includes weekday contract demand -responsive service as operated by the LGC contractor. During the Term of this Agreement, the Service may be replaced with a transportation assistance program to provide accessible public transportation services for the eligible residents of Collin County, including CITY. ' 2.02. Except as may be limited in accordance with Section 1.04, Service shall be available to residents of Collin County who are 65 years of age or older or who have a disability and who have no access to alternative private or public transportation. 2.03. Eligible users of Service provided under this Agreement will be required to pay a fare per trip and/or percentage share of the subsidy value provided for the Service. 2.04. Eligible users of Service shall be required to schedule ride requests and rides will be available on -demand between the hours of 5:00 am and 11:00 pm on Monday through Sunday. 2.05. Users of Service who fail to cancel a previously scheduled or regularly scheduled trip at least one hour in advance of the pickup time shall pay a fee in an amount as required by the LGC. 3. LGC Duties and Responsibilities 3.01. LGC may cause a contractor to provide the Service, including vehicles, drivers, supervisors, call center and scheduling staff, and any other staff or services required to provide the Service; 3.02. LGC may cause its contractor to clean, fuel and otherwise maintain any vehicles needed to provide a demand -responsive service. 3.03. LGC may cause a taxi or other transportation service to provide voucher management services, technology, software or other services, supplies, or equipment necessary to operate a user transportation assistance program. 3.04. LGC shall be responsible for the call center, customer information, complaint resolution, data collection, accounting, passenger ridership, invoicing, reconciliation of all invoices, and payment of contractors and suppliers. 3.05. Performance Measures and Reporting.LGC shall provide CITY with information regarding ridership, on -time performance of the Service, costs, and number of users, within thirty (30) days of receipt of such information from the contract provider. 1 1 1 EXHIBIT 1 1 1 1 3.06. LGC shall convene periodic meetings with CITY staff to discuss the Service. 3.07. LGC shall cause to be prepared planning, engineering, and financial planning, services and data required by the North Central Texas Council of Governments ("NCTCOG"). NCTCOG is responsible for funding and managing the development of the , County Transit Service and Financial Plan, which will include' CITY. This NCTCOG plan will meet the CITY obligations as required by Policy III.07 to develop a 20-year transit service and financial plan during the Term of this Agreement. Following the completion of the transit service and financial plan by NCTCOG, the CITY shall develop a plan for CITY membership in DART. 3.08. LGC will distribute to CITY and analyze any available surveys of the Service. CITY may provide input regarding the design of the survey instruments, if any are used. 4. CITY Duties and Responsibilities 4.01. CITY shall allow the LGC to operate the Service on CITY streets including contract demand -responsive service or taxi services. 4.02. CITY shall assist in marketing and communications of Service to residents, using the CITY website, resident newsletters, or other methods of communication controlled by the CITY to inform residents about the Service. 4.03. CITY shall cooperate with the NCTCOG, NCTCOG consultants, and LGC to prepare a Collin County Service and Financial Plan, as required by DART Policy III.07. Cooperation shall include, by example and not limitation, participating on policy, stakeholder and technical advisory committees, providing information about CITY economic development, demographic projections, financial projections, and reviewing and commenting on the Collin County Service Plan as required under DART Policy III.07. The cost of the planning prepared by NCTCOG will be the responsibility of NCTCOG. 4.04. Commencing September 1, 2019, and on the first day of every month thereafter during the Term hereof, CITY shall pay LGC CITY's share of the Service as shown in Exhibit A to the following address: Dallas Area Rapid Transit Accounts Receivable P.O. Box 840009 Dallas, TX 75284-0009 The final monthly payment of each year will be adjusted to reflect the annual total not -to -exceed amount shown in Exhibit A. Any payments made under this Agreement shall be made from revenues currently available to the Parties. The provisions of Chapter 2251 of the Texas Government Code shall apply to payments under this Agreement. The amount due hereunder is subject to change in the event that CITY requests a change in the program or LGC grant funds are depleted. EXHIBIT 1 5. Joint Marketing and Communications. The Parties acknowledge that marketing and communications regarding the Service may require the use of marks and logos that are owned by each of the Parties. The Parties agree to such limited, use of their individually owned or registered marks, logos, and trade names in connection with providing and promoting the Service under this Agreement. Any right to use such marks and logos shall terminate upon the termination or expiration of this Agreement. 6. Force Majeure. LGC shall at all times use reasonable commercial efforts to provide or cause the Service to be provided continuously, however, LGC does not warrant or guarantee uninterrupted Service and shall not be liable for any special, direct or consequential damages relating to or arising from an interruption in the Service. The obligations of the Parties to perform under this Agreement shall be suspended to the extent that either or both are unable to perform as a result of causes beyond the respective Party's reasonable control and without such Party's fault or negligence, including but not limited to, equipment breakdown, accidents, acts of nature and governmental action. In such event, the affected Party shall use reasonable efforts to eliminate the cause as quickly as possible. 7. Planning. On July 1, 2022, LGC shall provide a projected pricing schedule for continuation of the Service beyond the Term. CITY shall notify DART in the event that, prior to July 1, 2022, CITY has determined not to continue funding for the Service after September 30, 2022. 8. Audit and Retention of Records. Any Party shall have the right to request an audit of another Party's records related to the operation of the Service. The Parties shall retain adequate records for auditing purposes for a period of three years after final payment hereunder. 9. Indemnifications 9.01. To the extent permitted by applicable law, LGC shall defend, indemnify and hold CITY, and its officers, employees, visitors and contractors, harmless from all loss, cost and expense by reason of injury (including death), to any person, or damage to property, arising out of or from any accident or other occurrence taking place during the performance of this Agreement, which injury or damage results from negligence on the part of LGC, its agents, employees, or contractors. 9.02. To the extent permitted by applicable law, CITY shall defend, indemnify and hold LGC, its directors, officers, employees and contractors, harmless from all loss, cost and expense by reason of injury, (including death), to any person, or damage to property, arising out of or from any accident or other occurrence taking place during the performance of this Agreement, which injury or damage results from negligence on the part of CITY, its agents, employees or contractors. 9.03. CITY hereby releases, indemnifies, defend and holds DART harmless from all loss, cost and expense by reason of injury, (including death), to any person, or damage to property, arising out of or from any accident or other occurrence taking place during the performance of this Agreement, which injury or damage results from any negligence or misconduct on the part of the 1 A 1 EXHIBIT 1 1 indemnifying Party or its agents, employees or contractors, whether now known or otherwise. In the event of any third party claim against DART arising out of the terms of this Agreement, the Parties shall jointly provide any necessary defense with counsel reasonably acceptable to DART, so as to eliminate liability on the part of DART, it being acknowledged that DART is not a Party to this Agreement. 9.04. In the event of joint or concurring negligence or fault of both Parties, liability, if any, shall be apportioned comparatively in accordance with the law of the State of Texas. The provisions of this section are solely for the benefit of the Parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity, nor limit the right of LGC or CITY to assert any governmental immunity defense to any claim of another Party or entity. The provisions of this section shall survive termination or expiration of this Agreement. 10. Miscellaneous Provisions. 10.01. Notices. Any notice by any Party shall be in writing and shall be deemed to have been duly given only if delivered personally or sent by United States mail, certified, return receipt requested, in a postage paid envelope addressed to the Parties as set out below: LGC: c/o DALLAS AREA RAPID TRANSIT P.O. Box 660163 Dallas, Texas 75266-7213 Attention: Todd Plesko Vice President, Planning and Development CITY: City of Wylie 300 Country Club, Building 100 Wylie, Texas 75098 Attention: Chris Holsted City Manager With a copy to: City Attorney City of Wylie 300 Country Club, Building 100 Wylie, Texas 75098 A Party may designate another address by giving notice thereof to the other Parties. 10.02. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. There shall be no third party beneficiaries of this Agreement. 10.03. Fiscal Funding. CITY is a political subdivision of the State of Texas (or creation thereof). CITY shall have the right, upon the failure of the governing body of CITY to appropriate EXHIBIT 1 sufficient finances to fund of this Agreement, to terminate this Agreement as of the effective date of such lack of fiscal funding. When exercising this right, CITY shall give notice to LGC of any such failure of funding at the earliest possible time. 10.04. Construction and Drafting. The paragraph headings in this Agreement are intended for convenience only and shall not be taken into consideration in the construction or interpretation of this Agreement. Whenever used herein, unless the context otherwise provides, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all other genders. Both Parties have participated in the drafting hereof and accordingly no party shall be given credit therefor in the interpretation of this Agreement. 10.05. Partial Invalidity. Any portion of this Agreement being declared by law to be invalid shall not invalidate the remaining provisions which shall remain in full force and effect. 10.06. Merger and Amendment. This instrument constitutes the entire agreement of the Parties with respect to matters contemplated herein, and it may be modified or amended only in writing, signed by all Parties hereto and in accordance with the terms hereof. 10.07. No Partnerships or Joint Enterprise. It is mutually understood and agreed that this Agreement is intended by the Parties to establish only an independent contractual relationship and is not intended to create a partnership or joint venture between the Parties. 10.08. Use of Contractors. Nothing in this Agreement shall prevent a Party from using a contractor or agent to perform the duties and responsibilities contemplated by this Agreement. 10.09. Exhibits and Attachments. The exhibits attached to this Agreement are incorporated by reference as if written word for word herein. In the event of conflict between the exhibits and this Agreement, the terms of this Agreement shall prevail. 10.10 Assignment. No Party may assign its rights and obligations or either under this Agreement, in whole or in part, without first obtaining the prior written consent of the other Party, which consent may be withheld for any reason. No assignee or successor may further assign, in whole or in part, its rights and obligations without prior written consent of the other Party to this Agreement at the time of further assignment. 10.11 Incorporation of Recitations. The recitations and "whereas" provisions of this Agreement are incorporated herein as part of this Agreement for all purposes. 10.12 DART Board Policy III.07. The Provisions of the DART Board Policy are incorporated herein and binding on the Parties hereto. Any renewal of this Agreement must be approved by each Party and the DART Board of Directors. 1 1 1 (SIGNATURES ON THE FOLLOWING PAGE) 1 EXHIBI1 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple originals as of the day of ,2019. DALLAS AREA RAPID TRANSIT MOBILITY SERVICE, LGC By: CITY OF WYLIE By: City Manager 1 EXHIBIT 1 Exhibit A ~ Exhibit A FY20 ,,.Monthly"" `° ; `° Amount '° FY21 Monthly Amount " FY22 Monthly ° Amount - : FY20 Annual " `Total NTE `" FY21 Annual Total NTE FY22 Annual Total NTE " Wylie $2583.33* $2660.83* $2740.58* $31,000,00 $31,930.00 $32,887.00 1