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HomeMy WebLinkAboutZion Eldercare Transportation agreement 2005 ~< ~C&~ AGREEMENT BETWEEN THE CITY OF OSHKOSH AND ZION ELDERCARE FOR THE PROVISION OF ELDERCARE TRANSPORT A TION SERVICES WHEREAS, it has been detennined to be beneficial to the City of Oshkosh and Zion Eldercare to have the City of Oshkosh assume the responsibility for the payment of transportation services provided for by Zion Eldercare. NOW, THEREFORE, IT IS AGREED by and between Zion Eldercare and the City of Oshkosh, that the City of Oshkosh will accept billing from Zion Eldercare for calendar year 2005 and will provide payment to Zion Eldercare for transportation services perfonned. Zion Eldercare agrees to pay the City of Oshkosh 70.0% ofthe transportation costs provided for and by Zion Eldercare. If the total cost of transportation services provided by or for Zion Eldercare Inc. in 2005 exceeds $45,000, Zion Eldercare shall pay 100% of the transportation costs up..to a limit of $49,500. This agreement shall remain in effect during the calendar year 2005. That Zion Eldercare agrees to indemnify and hold hannless the City of Oshkosh, including its directors, officers, employees, insurers and successors, from and against any and all claims, demands, penalties, fines causes of action, liabilities, settlements, damages, costs, and expense, including, without limitation, attorney's and consultants' fees, investigation fees, court costs and litigation expenses, and other costs of defense, known or unknown, contingent or otherwise, arising out of or in any way related to the provision of transportation services under this agreement including but not limited to: A. Any personal injury or bodily injury (including wrongful death) or property damage (real or personal); B. Any lawsuit brought or threatened, settlement reached or local, state, or federal government or agency order, including, but not limited to claims, costs, liabilities, or expenses arising from federal, state, or local law; C. Any violation of laws, orders, regulations, requirements, or demands of any governmental authorities; and D. Any breach or violation of any contractual provision of whatever kind with any third party. The City of Oshkosh agrees to indemnify and hold harmless Zion Eldercare, including its directors, officers, employees, insurers and successors, from and against any and all claims, demands, penalties, fines causes of action, liabilities, settlements, damages, costs, and expense, including, without limitation, attorney's and consultants' fees, investigation fees, court costs and litigation expenses, and other costs of defense, known or unknown, contingent or otherwise, arising out of or in any way related to the provision oftransportation services under this agreement including but not -1- limited to: A. Any personal injury or bodily injury (including wrongful death) or property damage (real or personal); B. Any lawsuit brought or threatened settlement reached or local, state, or federal government or agency order, including, but not limited to claims, costs, liabilities, or expenses arising from federal, state, or local law; C. Any violation of laws, orders, regulations, requirements, or demands of any governmental authorities; and D. Any breach or violation of any contractual provision of whatever kind with any third party. Zion Eldercare agrees to maintain worker's compensation insurance in accordance with the statutory requirements of the State of Wisconsin. Zion Eldercare agrees to maintain during the life of its agreement such public liability, vehicle liability and property damage insurance as shall protect the City of Oshkosh and Zion Eldercare from all claims for damages, personal injury, including accidental death, as well as claims for property damages which may arise from operations under this agreement whether such operations be by Zion Eldercare or by others directly or indirectly employed by either of them, by naming them as additionally insured with respect to this program. The minimum of insurance shall be: $350,000 combined single limit per accident, as well as the required workman's compensation insurance with the City named as additional insured. The insurance specified above shall be an acceptable insurance company authorized to do business in the State of Wisconsin, and shall be taken out before work is commenced and kept in effect until all work is completed. The City shall be given a minimum of 30 days notice in the event of change or cancellation of any insurance requirements. The City shall be named "additionally insured" on all policies. Zion Eldercare agrees to be subject to the rules and regulations if the Wisconsin Department of Transportation (WISDOT) and the Federal Transportation Administration (FTA) under the provision ofthe Urban Mass Transportation Act of 1964, as amended. It includes the attachment "Supplement - Federal Regulations" except the term listed in paragraph 2 is amended to run concurrently with the term of this agreement. Zion Eldercare agrees to be subject to Oshkosh Transit's drug and alcohol policy that is effective January 1, 1996 that is described in Attachment B. .,¡ FEDERALLY REQUIRED CONTRACT CLAUS~S To be included in third party transit contracts APPENDIX A 1. Charter Bus & School Bus Requirements The Recipient agrees that it will not engage in charter or sightseeing services provided with FT A funded equipment or facilities, except in compliance with 49 CFR Part 604. The Recipient also agrees that it will not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators, in accordance with 49 CFR Part 605. All vehicles operated by the transit system will remain open to the public at all times and will be clearly marked for public use. 2. Energy Conservation Requirements The Recipient agrees that it will comply with 42 USC § 6321 et seq. and 49 CFR Part 18; U.S. Department of Transportation regulations relating to energy conservation. . 3. Clean Water Requirements' The Recipient agrees that it will comply with U.S. Department of Transportation regulations relating to the Federal Water Pollution Control Act, as amended, 33 USC § 1251 et seq. 4. Lobbying The Recipient, in compliance with 49 CFR Parts 19 and20, hereby assures and certifies that for any application for a Federal assistance exce~ding $100,000: (1) No Federal appropriated funds have .been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employèe of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extem~ion, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee orany agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract or grant, the Recipient shall complete and submit Standard Form-LLL, "Dise1osure Form to Report Lobbying," in accordance with its instructions. (3) The Recipient shall require that the language of this certification will be included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all, subrecipients shall certify and disclose accordingly. This assurance is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of the assurance and certification is a prerequisite for making or entering into this transaction, as imposed by 31 V.S.C. 1352. Any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure. . 5. Access to Records & Reports .; it IS me POlICY or me vepanmem to mamuun an open ana PUOllC proCt:;~s III LOt:; SUllCllallOn, submission, review, and approval of procurement activities related to this contract. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. 6. Federal Changes The Recipient agrees that it will comply with 49 CFR Part 18; U.S. Department of Transportation regulations relating to applicable FT A regulations, policies, procedures, and directives, including those directly listed or included by reference in Form FTA MA (7) dated October, 2000, as they may be amended or promulgated from time to time during the term of this Contract. Recipient's failure to so comply shall constitute a material break of this Contract. . 7. Clean Air The Recipient agrees that it will comply with 42 USC § 7401 et seq., 40 CFR Part 15.61, and 49 CFR Part 18; U.S. Department of Transportation regulations relating to clean air. This requirement applies to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. 8. Recycled Products The Recipient agrees that it will comply . with 42 USC § 6962 et seq., 40 CFR Part 247, and Executive Order 12873; U.S. Department of Transportation regulations relating to recycled products. This requirement applies to all contracts designated by the EP A, when the purchaser or contractor procures $10,000 or more of such items in fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000, using federal funds. 9. No Government Obligation to Third Parties The Recipient agrees that it will comply the U.S. Department of Transportation regu1~tions relating to contractual liability of the Federal Government to third parties as follows: The Recipient and contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or. approval of the solicitation or award of the underlying contract, absent the express consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Recipient, contractor, or any other party (whether or notparty to that contract) pertaining to any matter resulting from the underlying contract. The Reêipient agrees to include the above clause in each subcontract fmance in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 10. Program Fraud & False or Fraudulent Statements & Related Acts A. The Recipient acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Recipient certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FT A assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Recipient further .,¡ C. D. B. aCKnOWleages mat 1I It maKes, or causes to De maae, a raise, Ilcunous, or ITauaUlem cléllm, statement, submission, or certification, the Federal Government reserves the-right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Recipient to the extent the Federal Government deems appropriate. The Recipientalso acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole orin part with Federal assistance . ... ..' originally awarded by FT A under the authority of 49 USC § 5307, the Government reserves the right to impose the penalties of 18 USC § 1001 and 49 USC § 5307(n)(1) on the Recipient, to the extent the Federal Government deems appropriate. The Recipient agrees to include the above two clauses in each subcontract fmanced in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subjeGt to the provisions. C. í 11. Termination A. The Department may terminate this Contract at any time that the Secretarydeterrnines that the Recipient or their subcontractor has failed to perform in the manner called for in the contract or has failed to fulfill contract obligations. Failure of the Recipient or their subcontractor to comply with the terms and conditions of its grant application and/or the provisions of this Contract shall be considered. cause for termination. The Recipient may terminate this Contract if so directed by appropriate local government bodies for whatever reason such request to terminate is made. B. Both parties agree that notice of intent to terminate the contract shall be made in writing through "retum-receipt certified mail," at least 30 calendar days prior to the proposed termination date. In the event that this Contract is terminated, the Department shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. 12. Government-wide Debarment & Suspension Nonprocurement Executive Order- 12549, as implemented by 49 CFR Part 29, prohibitsFTA recipients and sub-recipients from contracting for goods and services from organizations that have been suspended or debarred from receiving Federally-assisted contracts. Recipient agrees to submit a certification to the effect that it will not enter into contracts over $100,000 with suspended or debarred contractors and that it will require their contractors (and their subcontractors) to make the same certification. Contractors are required to pass this requirement on to subcontractors seeking subcontracts over $100,000. Thus, the terms "lower tier covered participant" and "lower tier covered transaction" . include both contractors and subcontractors and contracts and subcontracts over $100,000.The certification and instruction language is contained at 29 CFR Part 29, Appendix B, and must be included in IFB's and RFP's [for inclusion by contractors in their bids or proposals] for all contracts over $100,000, regardless of the type of contract to be awarded. 13. Privacy Act When a Recipient maintains files on drug and alcohol enforcement activities for FT A compliance, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. The following requirements apply to the Recipient and its employees that administer any system of records on behalf of the Federal Government under any contract: A. The Recipient agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974,5 USC . § 552a. Among other things, the Recipient agrees to obtain the express consent of the Federal Government before the Recipient or its employees operate a system of records on behalf of the Federal Government. The Recipient understands thatthe requirements of the Privacy Act, including the civil and criniinal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. B. The Recipient also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FT A. 14. Civil Rights Requirements The Recipient agrees that it will comply with Title VI of the Civil Rights Act of 1964 and all U:S. Department of Transportation regulations relating to enforcement of that Act. 15. Breaches & Disputes Resolution All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate. measures. Disputes arising. in the performance of this contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of the State of Wisconsin, the Chief of Public Transit. This decision shall be final and conclusive unless within 10 days from the date of receipt of its copy, the Recipient mails or otherwise furnishes a written appeal to the Chief of the Public Transit Section. In connection with any such appeal, the Recipient shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Chief of Public Transit shall be binding and the Recipient will abide by the decision. 16. Transit Employee Protective Agreements The Recipient agrees that as a condition to receiving federal financial assistance from the Department of Transportation, as authorized under Section 5311 of the Federal Transit Act, it will comply with the terms and conditions of the Special Section 5333(b) Warranty for Application to the Small Urban and Rural Program. The recipient further agrees that it will. assume all legal and financial responsibility relative to compliance with theterms and conditions of the Warranty. 17. Disadvantaged Business Enterprises (DBE) (1) Policy. It is the policy of the U.S. Department of Transportation that disadvantaged business enterprises as defined in 49 CFR Part 23 shall have the opportunity to participate in the performance of contracts financed in whole or in. part with Federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 23 apply to this Agreement. (L) Utlb Ubl1gatlOn. Ihe KeCIpient or Its contractor agrees to ensure mat O1saavantaged busmess enterprises as defined in 49 CFR Part 23 have the opportunity to participate in. the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement. In this regard,. all recipients or contractors shall take all necessary and reasonablè steps in accordance with 49 CFR Part 23 to ensure nondiscrimination in the award and administration of all contracts and sub agreements supported with Federal assistance from the U.S. D.O.T. . .I 18. Incorporation of Federal Transit Administration (FTA) Terms All contractual provisions required by the USDOT, as set forth in FTA Circular 4220.1D, dated April 15, 1996 or any subsequent amendments, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FT A mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Recipient shall not perform any act, fail to perform any act, or refuse to comply with any WisDOT requests which would cause WisDOT to be in violation of the FTA terms and conditions. 19. Drug & Alcohol Testing The Recipient hereby assures and certifies that it will comply with all requirements of 49 CFR Part 654; U.S. Department of Transportatjpn regulations relating to Alcohol Testing. The Recipient also assures and certifies that it will comply with all requirements of 49 CFR Part 653; U.S. Department of Transportation regulations relating to establishment and implementation of an anti-drug program. ... o! APPENDIX B THE OSHKOSH TRANSIT SYSTEM DRUG AND ALCOHOL TESTING PROGRAM Effective January 1, 1996, Oshkosh Transit is required to implement a comprehensive drug and alcohol program that includes random testing. All employees of Oshkosh Transit and all safety- sensitive employees of companies that provided contracted transit and paratransit services for Oshkosh Transit will be included in this program. The company providing paratransit service will be required to participate fully in Oshkosh Transit's drug and alcohol program. Any company employees or officials who perform safety-sensitive duties will be required to participate in the program. Safety-sensitive individuals include those who drive, dispatch orrepair transit and/or paratransit vehicles. Oshkosh Transit will provide all training associated with this program. A new employee or an employee who becomes involved in a safety-sensitive function will be required to take a pre- employment drug test and undergo Oshkosh Transit drug and alcohol training before beginning their safety-sensitive duties. All individuals in the drug and alcohol program who are instructed to take a drug and/or alcohol test will promptly comply. Oshkosh Transit will pay the cost of pre-em ploy- ment tests, suspicion testing, post-accident testing and random testing. The cost of split drug tests will be in accordance with the written policy of Oshkosh Transit. Safety-sensitive personnel or officials of the Contractor who test positive for either drugs or alcohol (and the positive test is confirmed as valid by the Medical Review Officer) will be removed from their safety- sensitive position. They will be prohibited from working in any safety-sensitive transit or paratransit position that is involved in a contractual relationship with Oshkosh Transit. The Contractor will be required to provide Oshkosh Transit a list of all safety-sensitive and non safety-sensitive employees on a regular basis. The initial list needs to be submitted to Oshkosh Transit no later than December 15, 1995. It will include the official or employee's name and social security number. Updates will be due every month for the term of the contract. The Contractor will also promptly provide upon request any other employee information required for Oshkosh Transit to administer this program. The Contractor agrees to abide by the conditions and guidelines spelled out in the Oshkosh Transit System Drug and Alcohol Policy. Ifthe Contractor wishes to have drug and alcohol policies different from Oshkosh Transit, it must submit these policies in writing to Oshkosh Transit for approval. Oshkosh Transit reserves the right to accept or decline such changes.