JOLLEY TROLLEY SYSTEM GRANT FUNDING AGREEMENT
JOLLEY TROLLEY SYSTEM GRANT FUNDING AGREEMENT
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This Trolley System Funding Agreement is made and entered into this Cj , day of
~, 2002, between the City of Clearwater, hereinafter referred to as the ("City") and
the JOLLEY TROLLEY TRANSPORTATION OF CLEARWATER, INC., a Florida non-profit
corporation, hereinafter referred to as the ("Corporation").
ARTICLE I. TERM
The term of this agreement shall be for a period of one (1) year commencing on October 1, 2002,
and continuing through September 30, 2003, (the "Termination Date"), subject to annual budgetary
appropriation approved by the Clearwater City Commission, unless earlier terminated under the
terms of this agreement.
ARTICLE II. RESPONSIBILITIES OF THE CORPORATION
1) Services to be Provided. The Corporation shall provide the transportation services to
promote tourism described as trolley service on Clearwater Beach, Island Estates and Sand
Key, and service from Clearwater Beach to Downtown Clearwater, as described in Exhibit A.
2) Transportation Pick-ups. The Corporation shall provide scheduled transportation pick-ups
which will be no more than 25 minutes apart (conditions permitting).
3) Posted Route Schedules. The Corporation shall provide posted route times at each
designated pick-up listing all scheduled pick-ups for said approved pick-up .location.
4) Scheduled Reports of Activities. The Corporation shall furnish the City with a financial
audit certified by independent Certified Public Accountant within 90 days of the end of the
fiscal year to the Parks and Recreation Director. The financial report is to set forth the total
cost of operations provided, and the detailed account of operational costs funded in part by
the City.
5) Use and Disposition of Funds Received. Funds received by the Corporation from the
City shall be used towards the payment of expenses attendant to the operation of the Trolley
System. A proposed annual budget will be submitted to the Parks & Recreation Director by
May 31 of each year.
6) Creation, Use and Maintenances of Financial Records.
a) Creation of Records. The Corporation shall create, maintain and make accessible
to authorized City representatives such financial and accounting records, books,
documents, policies, practices and procedures necessary to reflect fully the financial
activities of the Corporation. Such records shall be available and accessible at all
times for inspection, review or audit by authorized City personnel.
b) Use of Records. The Corporation shall produce such reports and analyses that may
be required by the City and other duly authorized agencies to document the proper
and prudent stewardship and use of the monies received through this agreement.
c) Maintenance of Driver's Log and Check Point System. The Corporation agrees
to maintain a driver's log and a check point system to document compliance with the
agreed upon schedule. Changes to these attached schedules are at the discretion
of the Corporation Board of Directors, but will be submitted to the City at least two
weeks prior to implementation. Any change, or series of changes, which will cause
more than a 25% reduction in the routes may, at the discretion of the City
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Commission, be considered failure to adhere to the terms of the contract and may be
grounds for reducing the funding commitment or may be considered cause for
termination of the contract.
d) Maintenance of Records. All records created hereby are to be retained and
maintained for a period not less than five (5) years from the close of the applicable
fiscal year.
7) Non-discrimination. Notwithstanding any other provision of this agreement, the Corporation
for itself, agents and representatives, as part of the consideration for this agreement does
covenant and agree that:
a) No Exclusion from Use. No person shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination in the operation of this
program on the grounds of race, color, religion, sex, handicap, age or national origin.
b) No Exclusion from Hire. In the management, operation, or provision of the program
activities authorized and enabled by this agreement, no person shall be excluded
from participation in or denied the benefits of or otherwise be subject to
discrimination on the grounds of, or otherwise be subjected to discrimination on the
grounds of race, color, religion, sex, handicap, age, or national origin, except that
age may be taken into consideration to the extent that the age of an employee is a
bona fide occupational qualification.
c) Inclusion in Subcontracts. The Corporation agrees to include the requirement to
adhere to Title VI and Title VII of the Civil Rights Act of 1964 in all approved sub-
contracts.
d) Breach of Non-discrimination Covenants. In the event of conclusive evidence of a
breach of any of the above non-discrimination covenants, the City shall have the
right to terminate this agreement.
8) Liability and Indemnification. The Corporation shall act as an independent contractor and
agrees to assume all risks of providing the program activities and services herein agreed
and all liability therefore, and shall defend, indemnify, and hold harmless the City, its
officers, agents, and employees from and against any and all claims of loss, liability and
damages of whatever nature, to persons and property, including, without limiting the
generality of the foregoing, death of any person and loss of the use of any property, except
claims arising from the negligence or willful misconduct of the City or City's agents or
employees. This includes, but is not limited to, matters arising out of or claimed to have
been caused by or in any manner related to the Corporation's activities or those of any
approved or unapproved invitee, contractor, subcontractor, or other person approved,
authorized, or permitted by the Corporation whether or not based on negligence.
9) Compliance with Laws. Corporation shall comply with all federal, state, county and local
laws, rules and regulations applicable to the operation of the vehicles. If it is ever
determined that this Agreement violates any federal, state, county or local laws, rules or
regulations, then Corporation shall comply in a timely manner or City may terminate.
ARTICLE III. RESPONSIBILITIES OF THE CITY
A) Grant of Funds for Operations. The City, subject to annual City Commission approval, agrees
to fund in part the operational costs incurred in providing the activities and services authorized
by this agreement as follows:
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· An annual amount of $165,930 for providing trolley service between Clearwater Beach and
Sand Key based upon the Corporation meeting the route schedule attached as Exhibit A.
· An annual amount of $79,040 for providing trolley service between Clearwater Beach, Island
Estates and Downtown area based on the Corporation meeting the route schedule attached as
Exhibit A.
· An annual amount of $50,000 towards the cost of maintaining the trolley vehicles.
· An annual amount of $11,700 for the lease of office space.
· Payable in equal payments of 1/12 per month per fiscal year.
ARTICLE IV. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire Agreement of the parties on the subject hereof and may not
be changed, modified or discharged except by written Amendment duly executed by both parties.
No representations or warranties by either party shall be binding unless expressed herein or in a
duly executed Amendment hereof.
ARTICLE V. TERMINATION
1) For Cause. Failure to adhere to any of the provisions of this Agreement in material respect
shall constitute cause for termination. Either party can terminate this Agreement by giving
the other party 60 days notice of termination after first giving the defaulting party 60 days to
cure any default.
2) Disposition of Fund Monies. In the event of termination for any reason, monies made
available to the Corporation but not expended in accordance with this Agreement shall be
returned to the City.
ARTICLE VI. NOTICE
Any notice required or permitted to be given by the provisions of this Agreement shall be
conclusively deemed to have been received by a party hereto on the date it is hand delivered to
such party at the address indicated below (or at such other address as such party shall specify to
the other party in writing), or if sent by registered or certified mail (postage prepaid), on the fifth (5th)
business day after the day on which such notice is mailed and properly addressed.
1 )
If to Corporation, addressed to:
Jolley Trolley Transportation of Clearwater, Inc.
483 Mandalay Avenue, Suite 113
Clearwater, FL 33767
2)
If to City, addressed to:
City Manager
P. O. Box 4748
Clearwater, FL 33758-4748
With copy to:
City Attorney
P. O. Box 4748
Clearwater, FL 33758-4748
And
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Parks and Recreation Director
P.O. Box 4748
Clearwater, FL 33758-4748
ARTICLE VII. EFFECTIVE DATE
The effective date of this Agreement shall be as of the date below written.
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IN WI1:NESS WHEREOF, the parties hereto have set their hands and seals this 'f day of
(')c~ ,2002.
Countersigned:
William B. Horne II
City Manager
Attest:
ohn Carassas
Assistant City Attorney
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