1 COOPERATIVE AGREEMENT NO. C-1-3234
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITY OF FULLERTON
6 FOR
7 SENIOR MOBILITY PROGRAM
8 THIS COOPERATIVE AGREEMENT ("Agreement"), is effective this 27 day of 9 August , 2021 ("Effective Date"), by and between the Orange County Transportation 10 Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation 11 of the State of California (herein referred to as "AUTHORITY") and the City of Fullerton, 12 303 West Commonwealth Avenue, Fullerton, California 92832 (hereinafter referred to as "CITY*) each 13 individually known as "PARTY" and collectively known as "PARTIES". 14 RECITALS:
15 WHEREAS, CITY is desirous of obtaining transportation services for seniors of CITY; and 16 WHEREAS, AUTHORITY and CITY agree to enter into the Senior Mobility Program (SMP) 17 concerning senior transportation services; and
18 WHEREAS, this Agreement defines the roles and responsibilities of AUTHORITY and CITY in 19 executing an SMP for senior transportation; and
20 WHEREAS, AUTHORITY and CITY agree to comply with all relevant elements of Orange County 21 Local Transportation Authority Ordinance No. 3; and
22 WHEREAS, AUTHORITY and CITY agree to comply with all elements of the SMP Project U 23 Funding and Policy Guidelines (SMP Guidelines); and
24 WHEREAS, AUTHORITY'S Board of Directors approved this Agreement on
25 March 24, 2021;
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COOPERATIVE AGREEMENT NO. C-1-3234
1 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
2 ARTICLE 1. COMPLETE AGREEMENT
3 A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms) and conditions) of this 5 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall 7 not affect the validity of other terms) or condition(s) of this Agreement. The above referenced Recitals 8 are true and correct and are incorporated by reference herein. 9 B. AUTHORITY's failure to insist on any instance(s) upon CITY's performance of any terms) or 10 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's 11 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation 12 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall 13 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized 14 representative of AUTHORITY by way of a written amendment to this Agreement and issued in 15 accordance with the provisions of this Agreement.
16 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any terms) or 17 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such 18 performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in 19 respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not 20 be binding upon CITY except when specifically confirmed in writing by an authorized representative of 21 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of 22 this Agreement.
23 ARTICLE 2. RESPONSIBILITIES OF AUTHORITY
24 A. AUTHORITY agrees to provide funds per the SMP Guidelines:
25 1. Services provided under the SMP are available to individuals sixty (60) years of 26 age and older.
COOPERATIVE AGREEMENT NO. C-1-3234
1 2. Funds for the program are identified as one percent (1%) of Renewed Measure M 2 (M2), also called OC GO, net sales tax revenue (Net Revenue) and will be allocated to all local 3 jurisdictions based upon the participating entity's respective percentage of the senior population of the entire County.
5 3. Senior population will be determined by using the most current official decennial 6 Census information provided by the U.S. Census Bureau.
4. All active participants will receive their portion of funding on a bi-monthly basis. 8 B. AUTHORITY agrees that Net Revenues allocated shall be expended within three (3) 9 years of receipt. AUTHORITY may grant an extension to the three (3)-year limit, but extensions shall not 10 be granted beyond a total of five (5) years from the date of the initial funding allocation. 11 C. In the event the time limits for use of Net Revenues are not satisfied, then any retained 12 Net Revenues that were allocated to an Eligible Jurisdiction and interest eared thereon shall be returned
13. to AUTHORITY and these Net Revenues and interest earned thereon shall be available for allocation to 14 any project within the same source program at the discretion of AUTHORITY. 15 D. AUTHORITY may provide, at AUTHORITY's sole discretion, a refurbished surplus 16 paratransit vehicle, at no cost to CITY and no further responsibility to AUTHORITY after vehicle donation. 17 CITY may purchase additional vehicle(s) in excess of their vehicle allocation at a cost of 18 Five Thousand Dollars ($5,000) per vehicle, subject to vehicle availability.
ARTICLE 3. RESPONSIBILITIES OF CITY
20 A. CITY must satisfy all M2 eligibility criteria, as specified in the Orange County Local 21 Transportation Authority Ordinance No. 3, Attachment B, Section III, in order to receive their formula 22 allocation for the SMP.
23 B. CITY agrees that all funds received from AUTHORITY as specified in Article 2A above 24 will be used exclusively for providing accessible senior transportation services as specified in 25 Exhibit A, entitled "Senior Mobility Program Agency Service Plan." 26
COOPERATIVE AGREEMENT NO. C-1-3234
1 CITY agrees to comply with all elements of the SMP Guidelines as specified in 2 Exhibit A, Attachment 1.
3 D. CITY agrees that Net Revenues allocated shall be expended within three (3) years of 4 receipt. AUTHORITY may grant an extension to the three (3)-year limit, but extensions shall not be 5 granted beyond a total of five (5) years from the date of the initial funding allocation. 6 E. In the event the time limits for use of Net Revenues are not satisfied, any retained Net Revenues that were allocated to CITY and interest eared thereon shall be returned to AUTHORITY and 8 these Net Revenues and interest eared thereon shall be available for allocation to any project within the 9 same source program at the discretion of AUTHORITY.
10 F. CITY agrees to match twenty percent (20%) of the total annual program expenditures. 11 Local match may be made up of cash-subsidies, fare revenues, or in-kind contributions. 12 G. CITY may contract with a third-party service provider to provide senior transportation 13 services provided that:
14 1. Contractor is selected using a competitive procurement process; and 15 2. Wheelchair accessible vehicles are available and used when requested. 16 H. CITY shall procure and maintain insurance coverage during the entire term of this 17 Agreement. Proof of coverage may include commercial insurance, permissible self-insurance or 18 coverage as provided through a joints powers pool, subject to AUTHORITY review and acceptance. 19 CITY shall provide the following insurance coverage:
20 1. Commercial General Liability, to include Products/Completed Operations, Independent 21 Contractors', Contractual Liability, and Personal Injury Liability with a minimum limit of $1,000,000 per 22 occurrence and $2,000,000 general aggregate;
23 2. Automobile Liability Insurance to include owned, hired and non-owned autos with a 24 combined single limit of $1,000,000 each accident;
25 3. Workers' Compensation with limits as required by the State of Califomia including a 26 waiver of subrogation in favor of AUTHORITY, its officers, directors, employees or agents; and
COOPERATIVE AGREEMENT NO. C-1-3234
1 4. Employers' Liability with minimum limits of $1,000,000 per accident, $1,000,000 policy 2 limit-disease, and $1,000,000 policy limit employee-disease. 3 1. Proof of such coverage, in the form of an insurance company issued policy endorsement 4 and a broker-issued insurance certificate, must be received by AUTHORITY prior to commencement of 5 any work. Proof of insurance coverage must be received by AUTHORITY within ten (10) calendar days 6 from the effective date of this Agreement with AUTHORITY, its officers, directors, employees and agents designated as additional insured on the general and automobile liability. Such insurance shall be primary 8 and non-contributive to any insurance or self-insurance maintained by AUTHORITY. CITY shall also 9 include in each subcontract the stipulation that subcontractor shall maintain coverage in the amounts 10 required as provided in this Agreement. Subcontractors will be required to include AUTHORITY and other 11 project stakeholders as (an) additional insured(s) on the commercial general liability, auto, and excess 12 liability policies.
13 J. CITY shall include on the face of the Certificate of Insurance the Cooperative Agreement 14 Number C-1-3234; and, the Associate Contract Administrator's Name, Luis Martinez. 15 In the event CITY obtains a retired AUTHORITY vehicle for SMP services, CITY agrees 16 to transfer vehicle title and registration within fourteen (14) calendar days from taking possession of the 17 vehicle. CITY also agrees to provide documentation to AUTHORITY confirming transfer of vehicle title 18 and registration from AUTHORITY to CITY within thirty (30) calendar days from 19 taking possession of the vehicle.
20 ARTICLE 4. TERM OF AGREEMENT
21 A. This Agreement shall commence July 1, 2021 and shall continue in full force and effect 22 through June 30, 2026 (Initial Term), unless earlier terminated or extended as provided in this Agreement. 23 B. AUTHORITY, at its sole discretion, may elect to extend the term of this Agreement up to an additional five (5) years, commencing July 1, 2026, and continuing through June 30, 2031 (Option Term), 25 and thereupon require CITY to continue to provide services, and otherwise perform, in accordance with 26 Exhibit A.
COOPERATIVE AGREEMENT NO. C-1-3234
1 C. AUTHORITY's election to extend the Agreement beyond the Initial Term shall not diminish its right to terminate the Agreement for AUTHORITY's convenience or CITY's default as provided elsewhere 3 in this Agreement. The "maximum term" of this Agreement shall be the period extending from 4 commencement through June 30, 2031, which period encompasses the initial Term and Option Term. 5 ARTICLE 5. NOTICES
6 All notices pertaining to this Agreement and any communications from the PARTIES may be 7 made by delivery of said notices in person or by depositing said notices in the U.S. Mail, registered or 8 certified mail, return receipt requested, postage prepaid and addressed as follows:
9 To CITY: To AUTHORITY:
10 City of Fullerton Orange County Transportation Authority 303 West Commonwealth Avenue. 550 South Main Street
12 P. O. Box 14184
13 Fullerton, CA 92832 Orange, CA 92863-1584
14 Attention: Cori Lantz Attention: Luis Martinez
Parks & Recreation Supervisor Associate Contract Administrator 15 Tel: (714) 738-6591 Tel: (714) 560-5767
16 Email: [email protected] Email: [email protected] 17 ARTICLE 6. FEDERAL, STATE AND LOCAL LAWS
18 AUTHORITY and CITY agree that in performance of their obligations under this Agreement, 19 they shall comply with all applicable federal, Callfornia state and local laws, statutes and ordinances 20 and all lawful orders, rules and regulations promulgated thereunder. 21 ARTICLE 7. ORDER OF PRECEDENCE
22 Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence:
23 (1) the provisions of this Agreement, including all exhibits; (2) all other documents, if any, cited herein or 24 incorporated by reference.
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COOPERATIVE AGREEMENT NO. C-1-3234
1 ARTICLE 8. AUDIT AND INSPECTION OF RECORDS
2 CITY shall provide AUTHORITY, or other agents of AUTHORITY, such access to CITY's 3 accounting books, program records, payroll documents and facilities as AUTHORITY deems necessary. 4 CITY shall maintain such books, records, data and documents in accordance with generally accepted 5 accounting principles and shall clearly identify and make such items readily accessible to such parties 6 during CITY's performance hereunder and for a period of five (5) years from the date of final payment by 7 CITY. AUTHORITY's right to audit books and records directly related to this Agreement shall also extend 8 to all first-tier subcontractors. CITY shall permit any of the foregoing parties to reproduce documents by 9 any means whatsoever or to copy excepts and transcriptions as reasonably necessary. 10 ARTICLE 9. TERMINATION
11 AUTHORITY or CITY may, for its own convenience, terminate this Agreement at any time in 12 whole or in part by giving the other PARTY written notice thereof of not less than thirty (30) days in 13 advance of the specified date of termination.
14 ARTICLE 10. INDEMNIFICATION
15 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, 16 employees and agents from and against any and all claims (including attorney's fees and reasonable 17 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, damage 18 to or loss of use of property caused by the negligent acts, omissions, or willful misconduct by CITY, 19 its officers, directors, employees, agents, subcontractors or suppliers in connection with or arising out 20 of the performance of this Agreement.
21 B. CITY shall maintain adequate levels of Insurance, or self-insurance to assure full 22 indemnification of AUTHORITY.
23 C. As a funding source, AUTHORITY shall not be liable for any claims or losses arising 24 from CITY as a result of using the fund.
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COOPERATIVE AGREEMENT NO. C-1-3234
1 ARTICLE 11. ALCOHOL AND DRUG POLICY
2 A. CITY agrees to establish and implement an alcohol and drug program that complies with 3 41 U.S.C. sections 701-707, (the Drug Free Workplace Act of 1988), which is attached to this Agreement 4 as Exhibit B. CITY agrees to produce any documentation necessary to establish its compliance with 5 sections 701-707.
B. Failure to comply with this Article may result in nonpayment or termination of this 7 Agreement.
8 ARTICLE 12. FORCE MAJEURE
Either PARTY shall be excused from performing its obligations under this Agreement during 10 the time and extent that it is prevented from performing by a cause beyond its control, including, but 11 not limited to: any incidence of fire, flood; acts of God; commandeering of material products, plants or 12 facilities by the federal state or local government; national fuel shortage; or a material act of omission 13 by the other PARTY; when satisfactory evidence of such cause is presented to the other PARTY, and 14 provided further that such nonperformance is unforeseeable, beyond the control and is not due to the 15 fault or negligence of the PARTY not performing.
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