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R94-193RESOLUTION NO. R94-/~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND PALM BEACH COUNTY, PROVIDING FOR THE LEASE OF FOUR TWENTY-FIVE FOOT EL DORADO TRANSIT COACHES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach (CITY) desires to lease from Palm Beach County (COUNTY) four (4) twenty-five (25) foot E1 Dorado transit coaches (COACHES), purchased by COUNTY through a U.S. Department of Transportation Federal Transit Administration Grant; and WHEREAS, the COUNTY desires to lease the COACHES to CITY for a period of 24 months; and WHEREAS, CITY desires to lease and use the COACHES in accordance with the terms and conditions of the attached Agreement, and the above-referenced U.S. Department of Transportation Administration Grant. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA THAT: $-~ The City Commission of the City of Boynton Beach, Florida, hereby authorizes the Mayor and City Clerk to execute an Interlocal Agreement between the City of Boynton Beach, Florida and Palm Beach County for the lease of four (4) twenty-five (25) foot E1 Dorado transit coaches (COACHES), purchsed by COUNTY through a U.S. Department of Transportation Federal Transit Administration Grant, which Agreement is attached hereto as Exhibit "A" $-~ This immediately upon passage. Resolution shall take effect PASSED AND A~OPTED this /~- day of November, 1994. CITY OF BOYNTON BEACH, FLORIDA Mayor Vice ~yor ATTEST: City Clerk (Corporate Seal) Bus.Agr 11/09/94 Commi s s ioner INTERLOCAL AGREEMENT BETWEEN PALM BEACH COUNTY, FLORIDA AND THE CITY OF BOYNTON BEACH THIS INTERLOCAL AGREEMENT is made and entered into this ~a~ day of ~ , 1994, by and between Palm Beach County, Florida, a political subdivision of the State of Florida, by and through its Board of County Commissioners (referred to hereinafter as "County,') and the City of Boynton Beach, a Florida municipal corporation, by and through its City Commission (referred to hereinafter as "City"). WHEREAS, the City wishes to lease from County, four (4) twenty-five (25) foot E1 Dorado transit coaches (also referred to herein as "coaches" and "vehicles") purchased by County through a U. S. Department of Transportation Federal Transit Administration Grant; and WHEREAS, the County desires to lease the coaches to City for a period of two (2) years, commencing on January 2, 1995, and ending on January 2, 1997, for an annual lease fee of Ten Dollars ($10.00) and a total lease fee of Twenty Dollars ($20.00); and WHEREAS~ City desires to lease and use the coaches in accordance with the terms and conditions of this Agreement and the above-referenced U. S. Department of Transportation Federal Transit Administration Grant; and WHEREAS, the City agrees to operate the four (4) coaches on a continuous basis during the term of this Agreement, and to use the .coaches only as transportation vehicles providing public transportation to the general public in the City of Boynton Beach. NOW, THEREFORE, in consideration of the foregoing and the other mutual promises and covenants contained herein, the parties agree as follows: Section 1. Incorporation of Facts: The facts set forth above in the preamble to this Agreement are true and correct. Section 2. Purpose: The purpose of this Agreement is to set forth the various duties, rights, obligations and conditions of the agreement between the parties regarding the lease and use of four (4) County-owned transit coaches. Section 3. Representative: The County's representative during the performance of this Agreement iS Irving Cure, Director of the Department of Surface Transportation (CoTran), whose telephone number is (497) 233-1166. The City's representative during the perform&Dce of this Agreement is Carrie Parker, City Manager, whose telephone number is 407-375-6000. Section 4. The Project: The County is the recipient of a capital, operating and planning assistance grant (referred to herein as "Grant" or "Grant Agreement") authorized under Section 9 of the Federal Transit Act, as amended. Included in the Grant's Program of Projects is the acquisition of "rolling stock". The transit coaches leased hereunder are a part of the "rolling stock" identified therein. The acquisition of the rolling stock was funded, in part, through the Section 9 Grant (No. FL-09-X235) described in Section 7. of this Agreement. The use of the transit coaches leased hereunder is also referred to as the "Federal Project" or "Project." Section 5. Receipt of Grant Agreement: The City acknowledges receipt of a copy of Grant No. FL-09-X235, more specifically described as United States of America Department of Transportation Federal Transit Administration Grant Agreement, Part I of 'II - Notification of Grant Approval and General Provisions, and Part II of II - Terms and Conditions (Form FTA 3 & 9 (B), March 1993). Section 6. Effective Date, Term and Renewal: This Agreement shall take effect upon January 2, 1995, and shall remain in full force and effect for a period of two (2) years, expiring on January 2, 1997, unless sooner terminated as provided herein. County hereby grants to City the option to renew this Agreement for an additional four (4) year period at the same terms, conditions and annual lease fee. If City shall elect to exercise its option to renew, it shall notify County in writing of such election, no less than sixty (60) days prior to the expiration of the original term. This Agreement shall remain in effect only so long as the City operates a public transportation system in accordance with the terms of the Grant and this Agreement. Section 7. Lease: County will lease to City four (4) twenty- five foot (25')E1 Dorado transit coaches further described in the a~tached separate schedules identified as Exhibit A to this Agreement. City will pay to County an annual lease fee of Ten Dollars ($10.00) which shall be due and payable to County on or before the first day of each year of the lease term. City will remit to County over the term of the lease a total lease fee in the amount of Twenty Dollars ($20.00). The attached schedules will be executed by City's and County's representatives upon delivery to and City's acceptance of each of the transit coaches. Section 8. Use and operation of Transit Coaches: The County leases and grants to the City the exclusive use of four (4) 1994 twenty-five (25) foot E1 Dorado ~ransit coaches to be operated in accordance with the Grant and this Agreement, in the City and the immediate general area contiguous to the City. The transit coaches shall be used solely for the purpose of providing public transportation to the general public at large on a non-exclusive basis, and shall be used solely for fixed-route and demand response -2- modes of services. The transit coaches shall be operated and used under the sole dominion, control, direction and expense of the City. None of the transit coaches may be chartered or used in any type or form of charter service. The City shall keep the County informed of any proposed alterations to the transit services for which the four (4) transit coaches are utilized including but not limited to routing, mode(s) of operation, hours of service or headways. Any material alteration of the service and any increase in the fare charged to the public for service shall be subject to a public hearing process prior to implementation. Section 9. Reservations and Scheduling: To assist City in its delivery of demand response service, County, through SpecTran, a division of CoTran, will provide reservation and scheduling services for the ADA paratransit eligible users and other users, such as the elderly and transportation disadvantaged, of the vehicle(s) leased hereunder. City will pay to County thirty-three cents ($.33) for each passenger trip unit of service as an administrative fee for the reservation and scheduling services provided hereunder. County will submit monthly invoices to City for the services provided hereunder. The invoices will include a reference to this Agreement and indicate the total amount due and payable to County. Invoices received from County will be reviewed and approved by City who shall remit payment to County within 'fifteen (15) days of its receipt of each invoice. Section 10. Title, Risk of Loss and Registration of Vehicles: Title to the four (4) transit Coaches is vested in the County and shall remain vested in County dUring the term of this Agreement. County holds the title to the 5ransit coaches in accordance with and subject to all conditions and requirements of the Grant Agreement. City agrees to use and operate the transit coaches in accordance with the terms, conditions and requirements of the Grant and this Agreement. Moreover, upon delivery, City shall bear all risk of loss or damage to the transit coaches during the term of this Agreement, and upon its expiration or earlier termination it shall continue to bear such risk until the coaches have been returned to and accepted by County. County will register the motor vehicles leased hereunder and will maintain such registrations during the term of this Agreement. Each motor vehicle license plate will show that the holder of the registration and license is a County. City shall conduct, at its sole expense, any inspections or tests required for the renewal of any leased vehicle's motor vehicle registration. Notwithstanding the County's obligations hereunder, no liability will accrue to County if County shall fail to renew any registration in a timely manner. Section 11. Encumbrances: City shall provide and promptly pay for all labor, materials and ~quipment necessary for the provision of the general public transportation services described in Section 8. of this Agreement. City shall not grant any security interest in the transit Coaches to any person, transfer its -3- interest in this lease or the coaches, in whole or in part, to any other entity, nor shall it permit any lien, claim, or other encumbrance to be filed against the transit coaches or County on account of. any labor, service, good, material, or equipment furnished or installed upon any transit coach leased hereunder. City shall not take any action which would adversely affect County's interest in the transit coaches. Section 12. Repairs and Maintenance: The City is solely responsible for all service, repairs and maintenance oif the transit coaches and all equipment located thereon. All maintenance shall be performed in accordance with the manufacturer's suggested maintenance schedules, at the City's sole expense. Only parts (including tires) and equipment meeting the manufacturer's specifications shall be installed on the transit coaches. City shall insure that the transit coaches are accessible to the disabled, and that the coaches are operated and maintained in conformance with the Americans with Disability Act of 1990, as it may be amended from time to time, and all federal rules and regulations implementing the Act. Section 13. Operators: Each transit coach shall be operated only by safe, careful and legally qualified drivers having a proper license. All drivers will have and maintain a commercial driver's license and any other license or certification required by any law, rule or regulation for the operation of the transit coaches. City shall implement a drug and alcohol testing program that complies with the rules and regulations of the U.S. Department of Transportation. At a minimum, the program shall include the following: Policy Statement on Drug and Alcohol Misuse in the Workplace Employee and Supervisor Education and Training Program Drug and Alcohol Testing Program for Applicants and Employees Methodology for Evaluating Employees who Violate .the Regulations Administrative Procedures for Meeting the Requirements of the Regulations Ail drivers shall be selected, employed, controlled and paid by the City, and conclusively presumed to be the employees of the City. Section 14. Base Fare: The City agrees that the base fare for the fixed-route service will be the same as the base fare of the CoTran system (currently $1.00). Further, the City agrees that the elderly, the disabled, and children ages 3 to 18 will be -4- permitted to board and ride the transit coaches at a rate of one- half the effective base fare. The City and County agree to accept transfers between CoTran's system and the City-operated bus routes. Transfers will be issued upon demand on both modes, and the then applicable transfer fee will be paid upon boarding the second vehicle (currently $.20 adult, $.10 half-fare for the elderly and disabled). The City agrees to provide County samples of the transfers it will use on the four (4) transit coaches for the purpose of providing familiarity and recognition of the City's transfer document to the County's bus operators. Children under three (3) years of age will be permitted to ride free. Section 15. Routes: The City agrees that until the CoTran transit system is expanded on or about August 1, 1996, that the transit services offered will consist of two (2) fixed-routes utilizing one (1) coach each. A third coach will operate in a demand-response mode for the purpose of rendering paratransit service in accordance with the Americans With Disabilities Act, and the fourth coach will be used as a spare. At the time CoTran commences with the expansion of transit services, City agrees to alter, reconfigure or reallocate the transit services offered by City in such a way as to augment, rather than conflict, with any proposed expanded CoTran service. At that time, County agrees to assist the City in determining the appropriate service for the four (4) transit coaches. Section 16. Complementary Paratransit Plan: A. Notwithstanding anything contained in this Agreement, for the sole' purpose of complying with U.S. Department of TransPortation (FTA) '~rules and regulations regarding the development and submittal of a complementary paratransit plan, County will vOluntarily include the service provided by City using the vehicle(s) leased hereunder in County's Complementary Paratransit Plan and the annual updates thereto, so long as such inclusion is appropriate. County's inclusion of the City's service in County's Paratransit Plan may occur only during the original term of the Agreement unless otherwise agreed to in writing by the parties. Furthermore, if the FTA or its employees should determine or advise County that inclusion of the City's service is not permitted, then County will remove the City service from its Plan. No liability shall accrue to County as a resuit of the inclusion or removal of the City's service from County's Complementary Paratransit Plan. B. Nothing contained in this Agreement, including County's inclusion of the City's service in its Complementary Paratransit Plan, shall create an agency relationship between County and City, nor shall County's inclusion of City's service cause any diminution of City,s dominion and control over the operation and use of the leased vehicles. C. In the event the inclusion of the City'S service in County's Paratransit Plan shall cause additional duties or obligations to be imposed or incurred by County, then in the sole discretion of County, County may elect to perform such duties or obligations, or require City to perform same. In either case, City shall be responsible for all costs associated with such performance. D. In further consideration of the lease and the assistance provided by County relating to City's provision of paratransit services, City agrees to save, defend, indemnify and hold County, Florida Transit Management, Inc., and National City Management Co., their successors or assigns, and their respective officers, employees, servants and agents, free and harmless at all times from any and all liabilities, claims, demands, damages (including but not limited to punitive damages), activities, causes of action, suits or judgments, of any kind whatsoever, including costs and attorneys' fees which may arise out of County's and/or City's actions or inactions relating to County's inclusion of City's service in its Paratransit Plan, and the delivery or nondelivery of paratransit services by City. Section 17. Notice of Accidents or Injuries: In the event any of the transit coaches furnished hereunder are involved in an accident or any passenger sustains an injury to property or person, including death, the City agrees to immediately notify its insurer and County of such accident or injury. Upon the request of County, the City will provide all information relative to the accident or injury, including but not limited to the date, time, place, and circumstances, the names and addresses of the people involved, the owners of property damaged, description and value of property damaged, and the names and addresses of witnesses. The City agrees to fully cooperate with the County in any investigation the County may conduct, the defense of any claim or suit in which County is named, and shall do nothing to impair or invalidate any applicable insurance coverage. Section 18. Standard of Care: The City shall cause the transit coaches to be operated with reasonable care and precaution to prevent loss and damage because of negligent or reckless use, abuse, fire, theft, collision, or injury to persons or property. Section 19. Compliance with Rules, Regulations, etc.: The City and its drivers shall comply with all regulations now or hereafter implemented, promulgated or adopted by the County, U.S. Department of Transportation Federal Transit Administration, Florida Department of Transportation, and any other governmental entity regulating the use and operation of the transit coaches and/or their operators. The transit coaches shall not be used in violation of any federal, state, counsy or municipal statute, law, ordinance, rule or regulation applicable to their operation. Section 20. Inspections: The City agrees that the transit coaches and the areas where they are operated, kept, or maintained, and all parts' inventories, maintenance and complaint records or logs, shall be available for inspection by the County at any time. Further, City shall make the transi~ coaches available to County or its contractors, for. the~ installation of any equipment deemed necessary for public transportation services by County, or upon CoUnty's request, City shall install, at its sole cost and expense, any transit related equipment provided to City by County. Notwithstanding the foregoing, the City is solely responsible for the operation and maintenance of the transit coaches and all equipment located thereon. City acknowledges that County has no obligation to furnish or install any transit-related equipment for the benefit of City or its riders. Section 21. Condition of Vehicles: The City will, at all times and at its sole expense, keep the transit coacheS in good working order, condition and repair, and shall upon expiration of this Agreement, or its earlier termination, deliver the transit coaches and all transit-related equipment to County, in the same condition as received, less reasonable wear and tear, and free from collision and damage. Section 22. Disclaimer of Warranty: It is understood between the parties that the County is not the manufacturer of the transit coaches or equipment associated therewith, nor the agent of the manufacturer, and that no warranty against patent or latent defects in material, workmanship, or capacity is given. The County does not warrant the transit coaches and equipment furnished hereunder as being fit for a particular purpose. No oral or written advice from County or any of its officers or employees whether given before or after delivery of the vehicles shall create a warranty, and City is not entitled to rely on any such advice or information. NO WARRANTIES, WHETHER. EXPRESS OR IMPLIED, ARE GIVEN. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. COUNTY SHALL NOT BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, SAVINGS OR OTHER CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT. COUNTY SHALL NOT BE LIABLE FOR ANY CLAIM FOR DAMAGES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY OR PROPERTY DAMAGE, BASED UPON A CLAIM IN CONTRACT, TORT (INCLUDING. NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY OR BREACH OF WARRANTY. Section 23. Hold Harmless and Indemnification: To the extent permitted by law, the City agrees 5o protect, defend, reimburse, save, indemnify and hold the Counsy, National City Management Company, Florida Transit Management, Inc. their successors or assigns, and their respective officers, employees, servants and agents, free and harmless at all times from and against any and all -7- suits, actions, damages, liabilities, interest, attorneys' fees, costs and expenses of whatsoever kind or nature arising out of its use, possession, operation and maintenance of the transit coaches, and in any manner directly or indirectly caused, occasioned or contributed to, in whole on in part, by reason of any act, omission, fault or negligence whether active or passive, of City or anyone under its direction or control, or on its behalf, in accordance with or incidental ~o the performance of this Agreement. City's hold harmless and indemnity obligations shall apply to the fullest extent permitted by law, but shall not apply to liability caused solely by the negligence or willful misconduct of the County. City's obligations hereunder shall include and encompass any liability which may occur or accrue to CountY under the Florida Dangerous Instrumentality Doctrine as a result of County's retention of title to the leased vehicles. Section 24. Additional 13(c) Indemnification: City further agrees to be responsible for and to reimburse, save, defend, and indemnify County for any and all costs and expenses, including but not limited to attorneys' fees and costs, which County maybe obligated for under the Labor Agreement Between Florida Transit Management Inc. and the Amalgamated Transit Union Local Division 1267 on July 29, 1975, and later 13(c) certifications by the U.S. Department of Labor and/or Section 13(c) of the Federal Transit Act, as amended, which arise out of or relate, in any manner, to the use of any transit coach provided hereunder, including any reduction or cessation of use and the expiration of this Agreement. If required by County, City will offer priority of employment to any current CoTran employee, and any furloughed or terminated transit employee, who is eligible for employment by virtue of experience or training. Notwithstanding the foregoing, the parties agree that the transit coaches shall be used and operated under the sole dominion and control of City and not under the jurisdiction and control of County. Section 25. Insurance: The City agrees to insure the four (4) transit coaches for fire, theft, bodily injury and death, property damage, collision and liability and to maintain such coverage during the term of this Agreement and any renewal thereof in accordance with the following requirements: A. Ail insurance policies shall be issued by companies authorized to do business in the State of Florida. City shall furnish certificates of insurance to the County's representative prior to its receipt of the transit coaches. The certificates shall clearly indicate that the City has obtained insurance of the type, amount, and classification as required for strict compliance with this section, and that no material change or cancellation of the insurance shall be effective without thirty (30) days prior written notice to the County's representative. Compliance with the foregoing requirements shall not relieve the City of its liability and obligations under this Agreement. B. The City shall maintain during the life of this Agreement, and any renewal thereof, comprehensive automobile liability insurance in the minimu~n amount of five hundred thousand dollars ($500,000.00) per occurrence to protect the City from claims for damages for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the lease, use, maintenance or operation of the transit coaches, whether such use, maintenance or operation be by the City or by anyone directly or indirectly employed by the City. Upon the request of County, City shall increase the policy limits and/or expand the coverage, if the County determines, in its sole discretion, that such is necessary. C. The City shall maintain during the life of this Agreement, adequate Workers' Compensation Insurance and Employer's Liability Insurance in at least such amounts as are required by law for all of its employees, or shall provide proof of adequate self-insurance. D. Ail insurance other than Workers' Compensation to be procured and maintained by City shall specifically include the County, or its successors or assigns as "additional insured" In no event, shall anything contained herein act as a waiver of the immunities granted to cities and counties under the Florida Constitution and Section 768.28, Florida Statutes. Section 26. Notice of Suits, etc.: The City shall promptly deliver to CoTran at Building S, 1440 PBIA, West Palm Beach, Florida, 33406, copies of any and all papers, notices, summonses, processes and any other documents whatsoever, served upon or delivered to City or City's agents or employees in connection with any claim, suit, action or proceeding at law or in equity commenced or threatened against City and/or County and arising out of the ownership, maintenance, use or operation of any transit coach. Section 27. Default and Termination: Should the City decide to discontinue the public transportation services contemplated hereunder, the City will notify the County of such discontinuance, at least sixty (60) days prior to the effective date of the discontinuance, of service. The County may terminate this Agreement with cause immediately upon three (3) days written notice to the City. The County may terminate this Agreement -9- without cause upon notice to the City at least sixty (60) days prior to the effective date of the termination. Section 28. Compliance with Federal Regulations: The City agrees to abide by all U.S. Department of Transportation - Federal Transit Administration (FTA) regulations and requirements regarding federally assisted projects and grants, and agrees to rectify any deficiencies found by the County or federal review compliance officials upon notice of such deficiencies from the County or federal review compliance officials. Section 29. Preparation of Certifications, Documents and Reports: Should the County be required by the FTA or the U.S. DOT or any other agency of the Federal Government to provide any certifications, documents or reports related in any manner to the Project, the City will cooperate and assist the County with the preparation of such certifications, documents or reports, or prepare and furnish any such certifications, documents or reports requested by County. The City shall provide any and all reports, documents or surveys required under Section 15 of the Federal Transit Act, as amended, and the implementing rules and regulations of the FTA. These reports include but are not limited to random surveys of selected fixed-route trips, daily accounting of revenue and non-revenue hours and miles, passenger counts, and any other information deemed necessary by County for the complete performance of the annual Section 15 Report required by the FTA. Furthermore, upon County's request, City agrees to cooperate and assist County with the preparation and filing of the annual update to County's Complementary Paratransit Plan. City shall provide County with all information and documentation needed for inclusion in the Plan. Furthermore, City shall comply with all ADA requirements and rules and regulations implementing the Act. Section 30. Obligations under Part I of the Grant Agreement: The City shall, as the user of the transit coaches acquired by County, undertake and complete the Project in accordance with the terms and conditions of Part I of the Grant Agreement and this Agreement. City shall perform as if it were the Grant recipient (the County), the duties and obligations of the Grant recipient, except for those duties and obligations which can only be performed by County. The City shall be solely responsible for fulfilling such duties and obligations which shall include but are not limited to the following: A. 13(c) Labor Protection: City agrees that it shall comply with the terms and conditions determined by the Secretary of Labor of the U.S. Department.of Labor to be fair and equitable to protect the interests of employees affected by the "Federal Project," and to meet the requirements of Section 13(c) of the Federal Transit Act, as amended, and Department of Labor rules and regulations to the extent applicable to the use of the transit -10- coaches furnished hereunder. City agrees that it will use the transit coaches in compliance with the conditions stated in the letter of certification from the Department of Labor to the Amalgamated Transit Union - A.F.of L.- C.I~O.-C.L.C. Local Union No. 1577, the date of which is set forth in the Grant. City expressly acknowledges receipt of a copy of the letter of certification. B. Fares and Services. City will use its established public hearing process to solicit and consider public comment before raising fares or implementing a major reduction of service. C. Availability and Audit of Records: To make available to the County, the FTA~ the Federal Government, or their respective employees, servants or agents any or all records pertaining to the Project, and if required by County, to have such records reviewed and audited. D. Half-Fare Requirement: If at any ~ime a ~are is charged for the service associated with the Project', the City shall comply with the half-fare requirements of Section 6.c. of Part I of the Grant Agreement. E. Sole Source Procurements: In the event procurements to be made by the City are "sole source," then City shall make such procurements in accordance with the requirements of Section 6.e. of Part I of the Grant Agreement. F. Reporting: City agrees to comply with the reporting requirements of Section 6.f. of Part I of the Grant Agreement. City further agrees to furnish to the FTA or the County, upon requess, the annual reports required under Section 6.f. of Par5 I of the Grant Agreement. Section 31. Obligations under Part II of the Grant Agreement: The City shall, as the user of the transit coaches acquired by County, undertake and complete the Project in accordance with the terms and conditions of Part II of the Grant Agreement and this Agreement. City shall perform as if it were the Grant recipient ~the County) f the duties and obligations of the Grant recipient, except for those dUties and obligations which can only be performed by County. The City shall be solely responsible for fulfilling such duties and obligations which shall include but are not limited to the following: A. Application of Federal, State and Local Law: City understands that Federal laws, regulations, policies, and related administrative practices applicable to this Agreement at t.he time of its execution may change. The City agrees that-the most recent of such Federal -11- requirements will govern this Agreement, except if there is evidence of a contrary intent. City will include in any contract or third party contract notice that Federal requirements may change and that the changed requirements will apply as required. Ail limits or standards set forth in the Grant Agreement are minimum requirements. In the event the standards or requirements of this Agreement exceed those of the Grant Agreement, City shall comply with the former. B. Notice of Changed Conditions: City agrees to notify County of any change in its ordinances or of conditions or events that may affect its ability to use the transit coaches in accordance with the terms of the Grant Agreement and this Agreemenu. C. Maintenance of Records: City shall maintain a complete set of records relating ~o this Agreement in accordance with the requirements of Section 106.a. of Part II of the Grant Agreemens. D. Audit and Inspection: City shall comply with the audit and inspection requirements of Section 106.b. of Part II of the Grant Agreement. E. Equipment: City shall comply with the requirements of Section 110 of Part II of the Grant Agreement. F. Discontinuance of Use: If any transit coach or transit related equipment are not used to provide public transportation service, City shall immediately notify County of such cessation of use. City further agrees that in the event the FTA shall withdraw any of the funds. used to acquire the transit coaches or direct their disposition or transfer, this Agreement may be immediately terminated by County. G. Civil Rights: City may not discriminate against any employee or applicant for employment because of race, color, creed, sex,-disability, age or national origin. City agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during, employment without regard to their race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. City shall insert a similar provision in all contract related to the Project. -12- H. Disadvantaged Business Enterprises: To the extent applicable, City agrees to comply with current U.S. DOT regulations at 49 C.F.R. Part 23, including any amendments that may be made to those regulations during the term of this. Agreement. City shall comply with the requirements of Section l17.b, of part II of the Grant Agreement. The City shall include the following clause in all agreements related to the project and shall require it to be in all contracts and subcontracts: THE (CONTRACTOR OR SUBCONTRACTOR) SHALL NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, NATIONAL ORIGIN, OR SEX IN THE PERFORMANCE OF THIS (CONTRACT OR AGREEMENT). THE REQUIREMENTS OF 49 C.F.R. PART 23 AND THE COUNTY'S U.S. DOT APPROVED- DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM ARE INCORPORATED INTO THIS (AGREEMENT OR CONTRACT) BY REFERENCE. FAILURE BY THE (CONTRACTOR OR SUBCONTRACTOR) TO CARRY OUT THESE REQUIREMENTS IS A MATERIAL BREACH OF THE (CONTRACT OR AGREEMENT), WHICH MAY RESULT IN THE TERMINATION OF THIS (CONTRACT OR AGREEMENT) OR SUCH OTHER REMEDY AS THE RECIPIENT DEEMS APPROPRIATE. I. Title VI: The City shall comply with, and assures the compliance of all of its contractors and subcontractors with the non-discrimination requirements of Title VI of the Civil Rights Act of 1964, (42 U.S.C. Section 2000d) and the regulations of the Department of Transportation'issued thereunder. J. Access Requirement: City agrees to comply with and assures the compliance of its contractors and subcontractors with the provisions of Section l17.d, of Part II of the Grant Agreement. K. Labor: The City shall comply with the applicable labor provisions of Section 119 of Part II of the Grant Agreement. L. Environmental, ResoUrce Conservation and Energy: City agrees to'comply with the environmental, resource conservation and energy requirements applicable to the Project in accordance with Section 120 of Part II of the Grant Agreement. City acknowledges that the requirements listed in Section 120 may not constitute the City's entire ~obligation to meet Federal requirements. M. ,Charter Service and School Bus Operations: City, as a mass transit operator, shall act in conformity with the -13- requirements and prohibitions of Sections 121 and 122 of Part II of the Grant Agreement. N. Miscellaneous: City shall act in conformity with the requirements and prohibitions of Sections 123, 125 and 126 of Part II of the Grant Agreement. Section 32. Minimum Requirements: As indicated above, all limits or standards se5 forth in the Grant Agreement are minimum requirements. In the event the standards or requirements of this Agreement exceed those of the Grant Agreement, City shall comply with the requirements of this Agreement. Section 33. Maintenance and Availability of Records: The City shall maintain all records pertaining to the use, operation, maintenance, etc. of the trolley coaches for at least three (3) years. Such records shall be made available to the County, the U.S. Office of Inspector General and the U.S. DOT and FTA. The City further agrees to comply with the requirements of Chapter 119,' Florida Statutes. Section 34. Prohibition of Discrimination: The City represents and warrants that it will not discriminate in its performance of this Agreement and that its employees and members of the general public utilizing this public transportation will be treated equally and without regard to race, sex, sexual orientation, color, religion, disability, handicap, age, marital status, national origin or ancestry. Section 35. Assignment: Neither this Agreement, nor any interest herein, shall be assigned, transferred or otherwise encumbered, in whole or in part, by City without the prior written consent of County. Moreover, City shall not convey, assign or otherwise encumber the lease granted hereunder, or any lesser 'interest arising out of the lease. Section 36. Remedies: This Agreement shall be construed by and governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. Section 37. Enforcement Costs: Any costs or expenses, including reasonable attorney fees, associated with the enforcement of the terms and conditions of this Agreement shall be borne by the respective parties; provided, however, that this clause pertains only to the parties to this Agreement. -14- Section 38. No Waiver: No waiver of any provisions of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not. be deemed a continuing or future waiver. Section 39. Captions: The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. Section 40. Joint Preparation: The preparation of this Agreement has been a joint effort of the parties, and the resulting document shall not, solely as a matter of ~udicial constraint, be construed more severely against one of the parties than the other. Section 4'1. Severability: Should any section, paragraph, sentence, clause, or provision hereof be held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement. Section 42. Modification and Assignment: No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and equality of dignity herewith. Section 43. Notice: Ail written notices required under this Agreement shall be sent by certified mail, return receipt requested, and if sent to the County shall be mailed to: Director of CoTran Building S - 1440 PBIA West Palm Beach, FL 33406 and if sent to the City shall be mailed to: City Manager City of Boynton Beach 100 East Boynton Beach Boulevard Boynton Beach, FL 33435 Each party may change its address upon notice to the other. Section 44. Filing: A copy of this Agreement shall be filed with the Clerk of the Circuit Court in and for Palm Beach County. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) -15- IN WITNESS WHEREOF, the City and County have hereunto set their hands the day and year above written. Attest: Dorothy H. Wilken, Clerk PALM BEACH COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS By: By: Deputy Clerk (SEAL) Attest: Cit~ Clerk (SEAL) Approved as to form and legal By: County Attorney Chair CITY COMMISSION OF THE CITY OF BOYNTON~ BEACH, FLORIDA Mayor su f f i c~y~ ~ . By. C ~ y~A~o rk~ne~V ~/ G: \... \ENG\DRANEY\ABOYNTON. 8U3 -16- DATE: EXHIBIT "A" DELIVERY AND ACCEPTANCE OF VEHICLE County has delivered to City, and City has accepted the following vehicle to be used only in accordance with that certain Interlocal Agreement between Palm Beach County, Florida and the City of Boynton Beach dated December 20, 1994. Vehicle Description: Make Model Year VIN # Capacity Engine Type Equipment Condition Odometer reading new used City acknowledges that it has inspected the vehicle and that it has accepted it in good and satisfactory condition. City acknowledges that the transit coach and installed equipment is of a size, design, capacity, construction and manufacturer satisfactory to City and suitable for City's intended use. COUNTY has not made and does not make any representatiQn, warranty, or covenant, express or implied, with respect to the fitness, merchantability, design, construction, capacity, suitability or performance of the vehicle and equipment provided hereunder. City of Boynton Beach Carrie Parker, City Manager Date Palm Beach County, Florida By: Irving Cure, Director Surface Transportation Date G: \COMMbN\WPDATA\ENG\COTRAN . CON