SPAN Agreement for Transportation Services-CN 2021-08-10STATE OF TEXAS §
§ AGREEMENT FOR TRANSPORTATION SERVICES.
COUNTY OF DALLAS §
This Agreement for Transportation services is made by and between the City of Coppell,
Texas ("City") and SPAN, Inc. a non-profit corporation, to provide transportation for senior
citizens and persons with disabilities (each a "Party" and collectively the "Parties"), acting by and
through their authorized representatives.
RECITALS:
WHEREAS the City recognizes that it has an aging population and special needs citizens
which are in need of transportation alternatives to seek routine medical care and to attend to daily
routine matters, the city desires to assist and provide a form of public/private transportation to said
citizens, and
WHEREAS the City desires to engage the services of SPAN as an independent
contractor, and not as a joint venture, partnership or employee, to provide the services described
herein in connection with transportation services in the Coppell service area, as set forth herein;
and
WHEREAS SPAN is authorized as a non-profit corporation, grandfathered under the
Texas Transportation Code to provide this type of transportation to municipalities located in whole
or in part within Denton County, Texas,
WHEREAS SPAN desires to provide transportability services for City on the terms and
conditions set forth in this Agreement.
NOW THEREFORE in exchange for the mutual covenants set forth herein, and other
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties
agree as follows:
Article I
Term
1.01. This Agreement shall commence on October 1, 2021 ("Effective Date") and
continue until September 30, 2022.
1.02. Either Party may terminate this Agreement by giving thirty (30) days prior written
notice to the other Party.
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Article II
Service
2.01. SPAN shall provide door-to-door demand response transit services to Riders who
are sixty (60) years of age or older and persons with documented disabilities (herein after Riders)
in accordance with this Agreement.
2.02. Riders shall be picked up within service area and taken anywhere in the
SPAN/CITY transit service destination area shown on Exhibit "A" hereto, at a cost to the
Riders of $3.00 for qualified seniors (age 60 and older) and people with documented
disabilities in accordance with the SPAN Transportation policy and procedures which are
attached hereto and incorporated herein as Exhibit `B" (herein after "the Policy"). The Riders
shall remit the fare recited in this section at or prior to the time the service is rendered.
2.03. A Memorandum of Understanding has been established between the two entities to
address situations when Riders call and request service that is outside or not identified as a covered
area shown on Exhibit "A". SPAN may make a request to the city to temporarily or permanently
amend the service area Exhibit "A". The amendment of Exhibit "A" can only be amended if both
parties mutually agree in writing.
2.04. Riders may call in at least one (1) day in advance, but no more than two (2) weeks
in advance, to set up appointments for pick-up and drop off by calling SPAN'S Transportation
Office at 940-382-1900 weekdays between the hours of 8:00 a.m. and 2:00 p.m.: and
2.05. Demand response transit service is available between the hours of 7:00 a.m. and
6:00 p.m. Monday through Friday excluding Saturday, Sunday, major holidays and subject to
capacity constraints and availability.
Article III
Schedule of Work
SPAN agrees to complete the required services in accordance with the Project Schedule
outlined in this Agreement.
3.01. SPAN shall provide all equipment, facilities, qualified employees, training, and
insurance necessary to establish a demand response transit service for the Riders. SPAN shall
further establish, operate, and maintain an accounting system for this program that will allow for
a tracking of services provided to Riders and a review of the financial status of the program. SPAN
shall also track and break down the information regarding the number of one-way trips it provides
to Riders. SPAN shall adopt such policy and procedures to ensure safe and competitive public
transportation services to Riders.
3.02. SPAN will be responsible for verifying and documenting the eligibility of Riders.
SPAN reserves the right to determine on an individual basis whether SPAN has the capability to
safely transport any passenger. In the event that safety is compromised, or due to the condition a
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passenger may not be safely transported, SPAN may decline such person transportation and shall
document the reason why service was declined.
3.03. The CITY shall have the right to review and audit the activities and financial
records kept incident to the services provided to the Riders by SPAN under this Agreement. In
addition, SPAN shall provide monthly ridership information to the City Manager or his/her
designee specifically identifying the number of Rider trips including rider origination, destination,
and purpose. The sole purpose of such information is to determine whether to continue to contract
with SPAN and to evaluate the Rider use.
Article IV
Compensation and Method of Payment
4.01. SPAN is receiving CARES Act federal funding directly for transportation operations
which will allow for 100% reimbursed billing without the need for local funding match from the
CITY. SPAN demand -response transportation will be provided to the CITY without fee for the
entirety of the agreement or until CARES Act funding is expended. SPAN invoices will not be
sent nor payments made by CITY for the entirety of the agreement or until CARES Act funding is
expended.
4.02. Due to Care's Act funding, there will be no limitation on trip amounts for the term
of this contract.
Article V
Devotion of Time; Personnel; and Equipment
5.01. SPAN shall devote such time as reasonably necessary for the satisfactory
performance of the services under this Agreement. Should City require additional services not
included under this Agreement, SPAN shall make reasonable effort to provide such additional
services within the time schedule without decreasing the effectiveness of the performance of
services required under this Agreement and shall be compensated for such additional services on
a time and materials basis, in accordance with SPAN's standard hourly rate schedule, or as
otherwise agreed between the Parties.
5.02. To the extent reasonably necessary for SPAN to perform the services under this
Agreement, SPAN shall be authorized to engage the services of any agents, assistants, persons, or
corporations that SPAN may deem proper to aid or assist in the performance of the services under
this Agreement. SPAN shall provide written notice to and approval from City prior to engaging
services not referenced in Exhibit "A". The cost of such personnel and assistance shall be included
as part of the total compensation to be paid SPAN hereunder and shall not otherwise be reimbursed
by City unless otherwise agreed to in writing.
5.03. SPAN shall furnish the facilities, equipment and personnel necessary to perform
the services required under this Agreement unless otherwise provided herein.
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Article VI
Miscellaneous
6.01. Entire Agreement. This Agreement constitutes the sole and only agreement
between the Parties and supersedes any prior understandings written or oral agreements between
the Parties with respect to this subject matter.
6.02. Assignment. SPAN may not assign this Agreement without the prior written
consent of City. In the event of an assignment by SPAN to which City has consented, the assignee
shall agree in writing with City to personally assume, perform, and be bound by all the covenants,
and obligations contained in this Agreement.
6.03. Successors and Assigns. Subject to the provisions regarding assignment, this
Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs,
executors, administrators, legal representatives, successors and assigns.
6.04. Governing Law. The laws of the State of Texas shall govern this Agreement
without regard to any conflict of law rules; and venue for any action concerning this Agreement
shall be in the State District Court of Dallas County, Texas. The Parties agree to submit to the
personal and subject matter jurisdiction of said court.
6.05. Amendments. This Agreement may be amended by the mutual written agreement
of the Parties.
6.06. Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions, and the Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained
in it.
6.07. Independent Contractor. It is understood and agreed by and between the Parties that
SPAN, in satisfying the conditions of this Agreement, is acting independently, and that City
assumes no responsibility or liabilities to any third party in connection with these actions. All
services to be performed by SPAN pursuant to this Agreement shall be in the capacity of an
independent contractor, and not as an agent or employee of City. SPAN shall supervise the
performance of its services and shall be entitled to control the manner and means by which its
services are to be performed, subject to the terms of this Agreement. Nothing contained herein
shall constitute or provide for as a waiver of the City's immunity under state or federal law.
6.08. Notice. Any notice required or permitted to be delivered hereunder may be sent by
first class mail, overnight courier or by confirmed telefax or facsimile to the address specified
below, or to such other Party or address as either Party may designate in writing, and shall be
deemed received three (3) days after delivery set forth herein:
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If intended for City:
City Manager
City of Coppell, Texas
255 E. Parkway Boulevard
Coppell, Texas 75019
972.304.3673 — facsimile
If intended for SPAN:
Michelle McMahon
Executive Director
SPAN, Inc.
1800 Malone Street
Denton, Texas 76201
940.382.2224 — Office
6.09. Insurance.
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard,
Hager & Smith, LLP
1800 Ross Tower
500 N. Akard Street
Dallas, Texas 75201
214.965.0010 - facsimile
(a) SPAN shall during the term hereof maintain in full force and effect the following
insurance:
(1) a comprehensive commercial general liability policy of insurance
for bodily injury, death and property damage insuring against all claims, demands
or actions relating to SPAN's performance of services pursuant to this Agreement
with a minimum combined single limit of not less than $1,000,000.00 per
occurrence for injury to persons (including death), and for property damage with
an aggregate of $2,000,000.00.
(2) policy of automobile liability insurance covering any vehicles
owned and/or operated by SPAN, its officers, agents, and employees, and used in
the performance of this Agreement with policy limits of not less than $5,000,000.00
combined single limit and aggregate for bodily injury and property damage.
(3) statutory Worker's Compensation Insurance at the statutory limits
and Employers Liability covering all of SPAN's employees involved in the
provision of services under this Agreement with policy limit of not less than
$500,000.00; and
(b) All policies of insurance shall be endorsed and contain the following provisions:
(1) name City, its officers, and employees as additional insureds as to
all applicable coverage with the exception of Workers Compensation Insurance.
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(2) provide for at least thirty (30) days prior written notice to City for
cancellation of the insurance.
(3) provide for a waiver of subrogation against City for injuries, including
death, property damage, or any other loss to the extent the same is covered by the
proceeds of insurance. SPAN shall provide written notice to City of any material
change of or to the insurance required herein.
(c) All insurance companies providing the required insurance shall be authorized to
transact business in Texas and rated at least "A" by AM Best or other equivalent
rating service.
(d) A certificate of insurance and copies of the policy endorsements evidencing the
required insurance shall be submitted prior to commencement of services and upon
request by City.
6.10. In the event of conflict between this Agreement and the Policy, this Agreement
shall control. In performing services under this Agreement, the relationship between the CITY and
SPAN is that of an independent contractor. No term or provision of this Agreement or act of SPAN
in the performance of this Agreement shall be construed as making SPAN the agent, servant, or
employee of the CITY. It is expressly understood that the City assumes no operational supervision,
control or oversight to the services provided under this agreement. City does not have any
ownership or beneficial interest in the business; and does not share any profits or losses generated
from the business.
6.11. Indemnification. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE,
OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING
FROM THE SERVICES OF SPAN PURSUANT TO THIS AGREEMENT. SPAN HEREBY
WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS, AGENTS AND EMPLOYEES
(COLLECTIVELY REFERRED TO IN THIS SECTION AS "CITY") FOR DAMAGE TO ANY
PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND
FROM ANY CAUSE OTHER THAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF
CITY OR BREACH OF CITY'S OBLIGATIONS HEREUNDER. SPAN AGREES TO
INDEMNIFY AND SAVE HARMLESS CITY FROM AND AGAINST ANY AND ALL
LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS,
REASONABLE ATTORNEYS' FEES AND COSTS OF INVESTIGATION) AND ACTIONS
OF ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE
TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY SPAN'S NEGLIGENT
PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY
NEGLIGENT ACT OR OMISSION ON THE PART OF SPAN, ITS OFFICERS, DIRECTORS,
SERVANTS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, LICENSEES,
SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS,
SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED
TO NEGLIGENCE OF CITY, IN WHOLE OR IN PART, IN WHICH CASE SPAN SHALL
INDEMNIFY CITY ONLY TO THE EXTENT OR PROPORTION OF NEGLIGENCE
ATTRIBUTED TO SPAN AS DETERMINED BY A COURT OR OTHER FORUM OF
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COMPETENT JURISDICTION). SPAN'S OBLIGATIONS UNDER THIS SECTION SHALL
NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR
REQUIRED TO BE MAINTAINED BY SPAN 'UNDER THIS AGREEMENT. THIS
PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
6.12. Counterparts. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of any number of copies hereof each signed by less than all, but together signed by all of the Parties
hereto.
6.13. Exhibits. The,, exhibits attached hereto are incorporated herein and made a part
hereof for all purposes.
6.14. Survival of!Cbv2nants: Any tof the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
[Signature Page to Follow]
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EXECUTED this J,94-kday of l%3}'
CI1
?.O2 I
ATTEST:
Ashlcy Oweps, City Secretary
Robert E. Hage6,City Attorney
EXECUTED this day of , 2021.
SPAN, INC.
dba SPAN, INC.
Name:
Title:
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EXECUTED this _4441day of
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CITY OF
LOW
ATTEST:
0
ike Land, CiLy N/la7i�mgei
Ashley Owejis, City Secretary
EXECUTED this day of 2021.
'AN, INC.
dba SPAN, INC.
By:
Title:.....�', x c, J-i',v
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