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GRANT FUNDING AGREEMENT (3) JOLLEY TROLLEY SYSTEM GRANT FUNDING AGREEMENT ..x,..... This Trolley System Funding Agreement is made and entered into this 1 'day of ~~~ , 2004, between the City of Clearwater, hereinafter referred to as the ("City") and the, OLLEY 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 r 2004, and continuing through September 30, 2005, (the "Termination Date"), subject to annual budgetary appropriation approved by the Clearwater City Council, 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. In addition, the Downtown Clearwater route shall include trolley service to the main Library, 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 r..",...", /. ", ,'"' v more than a 25% reduction in the routes may, at the discretion of the City Council, 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 lossr 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 Council approval, agrees to fund in part the operational costs incurred in providing the activities and services authorized by this agreement as follows: 2 . An annual amount of $149,270 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 $70,250 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 may terminate this Agreement by giving the other party sixty (60) days notice of termination. If the default is not cured within sixty (60) days, the non-defaulting party may give the defaulting party notice of termination and this Agreement shall terminate 60 days after receipt of such notice. 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 within 30 days of demand. 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 213 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 3 And Parks and Recreation Director P.O. Box 4748 Clearwater, FL 33758-4748 ARTICLE VII. EFFECTIVE DATE Approved as to form: L{;4-, Laura liPOWSki Assist nt City Attorney CITY OF CLEARWATER, FLORIDA ~E. ~"""iJ: William B. Horne II City Manager Attest: Alles.!< J") :-1 1, ' 1 lAir t ((;~.x -{ LQR () ~ 4 . ... --- J ~ l Exhibit "A" JOLLEY TROLLEY ROUTE MAP ... ~ ~J ~ EXISTING TROLLY ~aler Beam Trolley IsI...d E'lalnlDownluom Trolley Trolley schedule averages about eve twenty-five-mieutes for the BeMh Route and every tweaty-five mlDH lor die DowntowallaJand Estates Route ...--..