Okaloosa County BOCC — August 18, 2015 — Maruti-Executed Contract — reading text

CONTRACT FOR OKALOOSA COUNTY TRANSIT SERVICES (Contract No. GM-18-15) This Contract is made as of this __ day of , 2015 , by and between Okaloosa County, a political subdivision of the State of Florida , by and through its Board of County Commissioners , hereinafter referred to as the COUNTY, and Maruti Fleet & Management, LLC , a Florida Limited Liability Company, authorized to do business in the State of Florida , whose address is 4533 Highway Avenue , Jacksonville, FL 32254, hereinafter referred to as the CONTRACTOR. In consideration of the mutual promises contained herein , the COUNTY and the CONTRACTOR agree as follows : ARTICLE 1 - SERVICES A. The CONTRACTOR's responsibility under this Contract is to provide transit services to COUNTY, as specified in RFP GM-18-15, in accordance with Exhibit A, RFP GM·18-15 , and any addendums thereto (also collectively referred to herein as the "RFP"), and Exhibit B, CONTRACTOR's proposal dated March , 2015 which are incorporated herein by reference. The CONTRACTOR shall contract with service agencies and third parties (e.g. , State Medicaid transportation provider) on behalf of and as authorized by the COUNTY, as coordinator, to provide transportation services on behalf of the COUNTY. Any revenue received in excess of CONTRACTOR'S expenses in providing transportation service to service agencies or third parties shall be remitted to the COUNTY which shall solely use such funds for transit services . B. In addition to the services offered pursuant to A., above, CONTRACTOR shall also provide emergency transportation services to the COUNTY as follows : 1. Duties of the County. The COUNTY (through its Emergency Management Office) shall: a. Pre-plan hurricane evacuations and pre-designate locations and requirements to the maximum extent possible. Pre-identify pick-up sites for residents requiring transportation to county hurricane shelters . b. The County will make every possible effort to request buses in the early stages of the evacuation. The County will make every effort to identify those that may need assistance evacuating to a site within the County as early as possible. c. Coordinate public announcements of pickup schedules with designated OCT liaison persons . d. Provide properly licensed drivers for buses if not available through CONTRACTOR. 2. Duties of CONTRACTOR. Contractor agrees to: Page 1 of 45  a. Provide , insofar as practicable and not inconsistent with CONTRACTOR's primary duty, transit buses as mutually agreed upon by COUNTY and CONTRACTOR to be utilized by the COUNTY as mass transport for hurricane evacuations. b. Provide personnel support, if available, needed to facilitate coordination and execution of emergency transport covered herein. c. If support personnel are not provided , surplus transit buses will be fueled by CONTRACTOR and ready for use by COUNTY. d. Maintain liaison with the COUNTY Emergency Management Office. e. Provide a representative to the COUNTY Emergency Operations Center (EOC) upon, and for the duration of, EOC activation. The CONTRACTOR representative will be located at 600 Transit Way and will be in contact with the EOC by radio and cell phone. 3. Reimbursable expenses to CONTRACTOR. The COUNTY shall reimburse CONTRACTOR for reasonable expenses as set forth below: a. The financial obligation of the COUNTY for reimbursement of CONTRACTOR for emergency operations pursuant to this part shall include reasonable reimbursement for bus drivers , if provided , and fuels consumed by the buses during the evacuation from and return to pick-up sites. b. A detailed billing of these costs must be provided by CONTRACTOR when requested by COUNTY. c. It is understood that COUNTY will not be liable for reimbursement of expenses for transportation operations where CONTRACTOR obtains reimbursement for those expenses through another agency, e.g., the State of Florida . 4. Planning and Implementation. Cooperative arrangements for planning exchange of information and continuing liaison regarding preparedness and disaster transportation operations will be developed and maintained by COUNTY Emergency Management and CONTRACTOR. C. The COUNTY's representativelliaison during the performance of this Contract shall be Zan Fedorak, Purchasing Director, or designee. Telephone Number (850) 689-5960. D. The CONTRACTOR's representative/liaison during the performance of this Contract shall be Eduardo Carrion , Vice President, Maruti Fleet & Management, LLC , and telephone number (210) 793-6557. ARTICLE 2 - ORDER OF PRECEDENCE Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence: (1) the provisions of the Contract, including Exhibit A - the provisions of Page 2 of 45 RFP No. GM-18-15 and all Amendments thereto, which are incorporated into and made a part of this Contract; (2) CONTRACTOR's proposal dated March , 2015; and (3) all other documents, if any, cited herein or incorporated herein by reference. ARTICLE 3 - SCHEDULEITERM The Contract shall take effect upon full execution by both parties and shall terminate on September 30, 2020. CONTRACTOR shall not commence the vehicle operation and road supervisions functions described in the Scope of Work, including the performance of its Run Package, until issued a Notice to Proceed by COUNTY's Contract Representative. COUNTY anticipates that CONTRACTOR will commence performance on or about October 1,2015 and complete all services by September 30, 2020.The term of this Contract shall begin on October 1, 2015 and shall end on September 30, 2020 unless otherwise terminated or extended in accordance with this Contract. With the mutual consent of both parties and as allowed by State and Federal regulations , this Contract may be renewed for one additional term not to exceed two (2) years. Reports and other items shall be delivered and/or completed in accordance with Exhibit A. ARTICLE 4 - PAYMENTS TO CONTRACTOR A. The total amount to be paid by the COUNTY under this Contract for all services and materials is not anticipated to exceed a total contract amount of Two Million , Six Hundred and Six thousand, Ninety-six Dollars ($2,606,096.00) for Fiscal Year 2015/2016 (October 1, 2015 to September 30, 2016) . This does not include the cost of any emergency transportation services rendered pursuant to Article 1 B. No later than May 1s l of each year, Contractor shall submit a proposed budget for the upcoming Fiscal Year. The actual total amount paid will be based on the actual number of service hours and trips completed, which may be more or less than the service hours/ trips anticipated to establish the contract amount. The COUNTY's obligations hereunder are subject to an annual appropriation by the Board of County Commissioners for the purposes of this Contract for each fiscal year of the Contract as well as appropriations by State and Federal agencies. The not to exceed amount may be modified by the COUNTY in accordance with its need for services and to reflect the amount appropriated each fiscal year. B. Invoices submitted for payment shall include certification by the CONTRACTOR that the invoice and all supporting documentation are complete and accurate. Invoices received from the CONTRACTOR pursuant to this Contract will be reviewed and approved by the COUNTY's representative, indicating that services have been rendered in conformity with the Contract. All invoices submitted by the CONTRACTOR to the COUNTY shall be submitted in detail sufficient for proper pre-audit and post-audit thereof to insure that the work performed, expense incurred , or service rendered actually took place, was properly authorized and that the correct amount has been charged Page 3 of 45 C. CONTRACTOR waives and relinquishes any and all claims, rights, demands or causes of actions, whether legal or equitable, that it may have for payment for services not invoiced as required herein . All invoices submitted to the COUNTY for payment shall include the following information : 1. The total number of actual vehicle hours for fixed route , the CONTRACTOR's actual service hour rate of $36.51 per revenue hour and actual revenue hours for paratransit service at a rate of $31.56, Revenue hours are defined as hours during performance of service - from first pick up to last drop off. The amount for this contract is set at $2 ,606,096 for fixed route and paratransit combined for Fiscal Year 2015/2016 (October 1, 2015 to September 30, 2016) . 2. The total amount due to the CONTRACTOR. 3. The amount of total fares collected and amount of cash fares retained. 4. The number of paratransit tickets to ride being returned by the CONTRACTOR as a credit. 5. The returned paratransit tickets to ride shall be clearly stamped with "Cancelled" on the front of each ticket. The stamp will indicate that the ticket was used and should be stamped in the middle of the ticket and be large enough to prevent the reuse of the ticket. 6. Fuel expenses incurred , with supporting documentation . 7. The adjusted total amount which the CONTRACTOR is requesting from the COUNTY as payment. D. Invoice documentation shall be provided consisting of all manifests , paratransit tickets , and any other supporting documents as requested by the COUNTY. E. Once the COUNTY receives the CONTRACTOR's invoice and all required documentation , the COUNTY will verify the information on the CONTRACTOR's invoice . F. The COUNTY will pay the CONTRACTOR based on the CONTRACTOR's unit rate multiplied by the number of billable units for each type of billing unit and adjusted for cash fares retained, liquidated damages deductions, and fuel charges. G. The COUNTY will provide backup information for any discrepancies or adjustments made to the CONTRACTOR'S invoice . This information should be reviewed by the CONTRACTOR before signing off for final payment. Final Page 4 of 45  approval will signify that all charges and costs for the service period are true and accurate and represents all costs incurred by the CONTRACTOR. H. In the event a portion of an invoice submitted to the COUNTY for payment to the CONTRACTOR is disputed , payment for the disputed amount may be withheld pending resolution of the dispute , and the remainder of the invoice(s) will be processed for payment without regard to that portion which is in dispute I. Final Invoice: In