HomeMy WebLinkAbout1294* LYNX (3)@ LYNX
November 19, 2014
Mr. Thomas J. George
Deputy City Manager
City of Sanford
300 N. Park Avenue
Sanford, FL 32771
RE: Service Funding Agreement- F
Dear Mr. George:
C�gN;
VIA FEDERAL EXPRESS
Please find enclosed two original partially executed Service Funding Agreements — Fiscal
Year 2014-2015 in the amount of $93,000 for execution.
Once the agreements are fully executed, please return one original to my attention.
Sincerely,
Blanche W. Sherman, CPA'
Director of Finance
Enclosures (2)
B S/vh
407-841-2279
www,goa ynxxorn
455 North Garland Avenue
Orlando, FL 32801-1518
EXECUTION COPY
SERVICE FUNDING AGREEMENT
by and between
CITY OF SANFORD, FLORIDA
and
LYNX
THIS SERVICE FUNDING AGREEMENT ("Agreement") is made and entered into
as of October 1, 2014, by and between City of Sanford, Florida, a charter city and political
subdivision of the State of Florida, whose principal address is 300 N. Park Avenue, Sanford,
Florida 32771 (hereinafter the "Funding Partner"), and the CENTRAL FLORIDA
REGIONAL TRANSPORTATION AUTHORITY, a body politic and corporate created
pursuant to Part II, Chapter 343, Florida Statutes, whose principal address is 455 North Garland
Avenue, Orlando, Florida 32801 (hereinafter "LYNX").
WITNESSETH
WHEREAS, Part II, Chapter 163, Florida Statutes (the "Local Government
Comprehensive Planning and Land Development Regulation Act"), provides, inter alia, that
specific public facilities and services must be available concurrently with the impacts of
development; and
WHEREAS, the Funding Partner recognizes the need to provide Public Transportation
(as hereinafter defined) in an efficient manner and acknowledges the benefits of increased
ridership on the regional transportation system; and
WHEREAS, increasing traffic congestion and continued population growth require mass
transit service improvements; and
WHEREAS, reliable and convenient mass transit service offers a viable alternative to
private automobile travel; and
WHEREAS, the Funding Partner recognizes the need to maintain and improve transit
services; and
WHEREAS, pursuant to Section 343.64, Florida Statutes, LYNX has the authority to
own, operate, maintain, and manage a Public Transportation system in the area of Orange,
Seminole and Osceola Counties; and
WHEREAS, LYNX currently provides mass transit services within the geographical
limits of the Funding Partner; and
WHEREAS, pursuant to Section 343.64, Florida Statutes, LYNX has the right to
contract with other governmental entities, including the Funding Partner, and has the right to
accept funds from such other governmental entities; and
WHEREAS, the Funding Partner and LYNX entered into a Funding Agreement, dated as
of October 28, 2013 (the "Prior Fiscal Year Funding Agreement") pursuant to which the
Funding Partner agreed to appropriate funds to LYNX for fiscal year 2014 (October 1, 2013 -
September 30, 2014) to support LYNX Public Transportation services within the Service Area
(as hereinafter defined); and
WHEREAS, the term of the Prior Fiscal Year Funding Agreement ended on
September 30, 2014; and
WHEREAS, the Funding Partner has budgeted funds for the fiscal year beginning on
October 1, 2014 and ending on September 30, 2015 ("Fiscal Year") to support LYNX's Public
Transportation services for such fiscal year; and
WHEREAS, at present, LYNX and the Funding Partner acknowledge that the funds
provided by the Funding Partner to LYNX are used as the Funding Partner's support of the
regional Public Transportation System within the Service Area only.
NOW, THEREFORE, in and for consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the Funding Partner and LYNX
agree as follows:
1. Recitals. The Funding Partner and LYNX hereby declare that the Recitals set
forth above are true and correct and are incorporated herein and made a part of this Agreement.
2. Definitions. The following capitalized terms shall have the following meetings:
"Access LYNX" means LYNX's van transit service for medically -qualified, physically
challenged transit customers.
"ADA" means the Americans with Disabilities Act of 1990.
"Agreement" means this Service Funding Agreement and its Exhibits.
"Deadhead Hours" means the vehicle hours of operation incurred in non -Revenue
Service in support of Revenue Service (i.e., hours from the garage to the beginning of a route).
"Deadhead Miles" means the vehicle miles incurred in non -Revenue Service in support
of Revenue Service (i.e., miles from the garage to the beginning of a route).
"Fiscal Year" means the twelve (12) month period commencing October 1, 2014 and
ending the following September 30, 2015.
"Fixed -Route Service" means service provided on a repetitive, fixed -schedule basis
along a specific route with vehicles stopping to pick up and deliver passengers to specific
locations. Unlike demand response service, Fixed -Route Service services the same origins and
destinations. Fixed -Route Service includes route deviation service, where revenue vehicles
deviate from fixed -routes on a discretionary basis.
"Operating Expenses" mean the expenses associated with the operations of LYNX, and
which are classified by function or activity.
"Passenger Fares" means the revenue earned from carrying passengers in regularly
scheduled service. Passenger Fares include the base fare, distance premiums, express service
premiums, transfers and quantity purchased discount fares (i.e., daily, seven-day, thirty -day,
student, senior, etc. tickets and passes).
"Passenger Trips" means the number of fare -paying individuals who ride LYNX's buses
in any given period with each individual being counted once per boarding.
"Public Transportation" means transportation by a conveyance (e.g., by bus or van) that
provides regular and continuing general or special transportation to the public, but does not
include light rail. "Special transportation" includes transportation services being provided to the
public pursuant to the ADA.
"Revenue Hours" means the hours a vehicle travels while in Revenue Service, which
excludes Deadhead Hours.
"Revenue Miles" means the miles a vehicle travels while in Revenue Service, which
excludes Deadhead Miles.
"Revenue Service" means the portion of the trip and/or period of time when a vehicle is
available to board and alight fare -paying transit passengers.
"Service Area" means generally the unincorporated area of the Funding Partner.
3. Funding Partner Obligations.
(a) The Funding Partner agrees to appropriate the amount specified on
Exhibit "A" (the "Appropriated Amount") to LYNX for the Fiscal Year for the
provision of Public Transportation within the Service Area.
(b) The Appropriated Amount shall be paid by the Funding Partner to LYNX
in twelve (12) equal monthly installments, with each installment being due on the first
day of each month. The first installment payment shall be due upon the later of
(x) October 1, 2014 or (y) the execution date of this Agreement.
(c) If, prior to the termination date of this Agreement (as set forth in
Section 19 below), the Funding Partner and LYNX fail to reach a written agreement
setting forth an appropriation to LYNX for the next Fiscal Year, then, notwithstanding
the termination of this Agreement, the Funding Partner shall continue to pay LYNX the
monthly installment amounts due pursuant to Section 3(a) (the "Post -Termination
Payment") on the first day of each month until the earliest to occur of the following: (i)
LYNX and the Funding Partner reach a written agreement setting forth an appropriation
for the next Fiscal Year; (ii) ninety (90) days following that date that the Funding Partner,
through action taken by its governing board, notifies LYNX in writing that it wishes to
terminate this Agreement and no longer receive from LYNX the Public Transportation
services provided herein; or (iii) the date that LYNX actually discontinues the Public
Transportation services to the Funding Partner. If so elected by LYNX, the Post -
Termination Payment shall be adjusted to reflect the increase or decrease, as the case may
be, in the hourly rate that the LYNX governing board approves for the next Fiscal Year,
at such time as the LYNX governing board approves such new hourly rate. If LYNX and
the Funding Partner fail to reach an agreement setting forth an appropriation for the next
Fiscal Year by December 31, 2014, then LYNX may, within its discretion, reduce,
eliminate or discontinue the provision of Public Transportation services to the Funding
Partner immediately upon providing the Funding Partner with written notice of same.
(d) If, as a result of Section 3(b), the Funding Partner makes any payments to
LYNX for the next Fiscal Year, then, in that event, the parties will reconcile the
difference between the amount that was paid and the amount that has been agreed to be
appropriated for the next Fiscal Year in the first month following the execution of the
written agreement setting forth an appropriation for the next Fiscal Year.
(e) Notwithstanding anything to the contrary set forth herein, the payment of
all amounts due to LYNX hereunder shall be made in compliance with the Florida
Prompt Payment Act, codified at Sections 218.70 to 218.80, Florida Statutes.
4. LYNX Obligations.
(a) Service. LYNX agrees to provide Public Transportation within the
Service Area during the Fiscal Year. LYNX shall request written approval from the
Funding Partner prior to implementing any of the following changes which may result in
a greater than 2% increase or decrease of Fixed -Route Service hours within the Service
Area (as computed on an annual basis), which written approval shall not be unreasonably
withheld or delayed:
(i)
Addition of route(s)
Elimination of route(s)
Combination of routes
(iv)
Changes to service span
(v)
Change to service frequency
(vi)
Changes in days of operation
(b) Quarterly Reporting. For the purposes of operations and management
analysis, LYNX agrees to provide the Funding Partner quarterly written performance
reports reflecting the LYNX operations of the prior quarter. The quarterly reporting
periods shall end on December 31, March 31, June 30 and September 30 and said reports
shall be submitted to the Funding Partner's Office of Management and Budget and
Growth Management Departments within forty-five (45) days after the end of each
quarter. Each quarterly report will include the following items:
(i) Maps and schedules for each route operating in the Service Area
(ii) Official LYNX monthly ridership reports showing a breakdown of
actual aggregate ridership by mode (i.e., Fixed -Route Service, LYMMO, Access
LYNX, Van Plan and special shuttles).
(iii) An operational service characteristics report for current services
provided, which would include (1) revenue hours, (2) revenue miles, and
(3) unlinked passenger trips.
(iv) A comparison of actual revenue and expenditures to budgeted
revenues and expenditures with explanations for variances that exceed $50,000.
(v) A route performance report, which reports and ranks each route
which is located in the County for the Funding Partner, monthly based on the
following:
(A) Subsidy per Passenger Trip
(B) Passengers per trip
(C) Passengers per Revenue Hour
(D) Passengers per Revenue Mile
(E) Percent farebox return (i.e., percent of Operating Expenses
recovered through farebox).
(vi) Current and contemporaneous versions of the LYNX regional
model, which is the model used by LYNX to apportion total Operating Expenses,
less adjustments, to the Funding Partners based on Fixed -Route Service hours,
ADA client trips, and flex -service hours in their service area.
(A) A comparison of scheduled versus actual Revenue Miles.
(B) A comparison of scheduled versus actual Revenue Hours.
(C) A schedule of unanticipated extraordinary expenses for the
prior quarter.
(D) A list of changes to authorized staffing.
(E) A schedule of total training and travel expenditures for
each LYNX board member and employee for the immediately preceding
quarter. This schedule should specify the training event name, attendee
name(s), date(s) of travel and/or training, event location, and total
expenses of each trip.
(vii) Any other information the Funding Partner reasonably requests.
(c) Additional Reporting. On an annual basis, within thirty (30) days of
receipt, LYNX shall provide the Funding Partner with a copy of all external audits, a
copy of the Comprehensive Annual Financial Report, which shall include the Report on
Internal Controls, Report on Compliance with Laws and Regulations, and a copy of the
management letter.
S. Independent Contractor. LYNX expressly acknowledges that it is acting as an
independent contractor, and nothing in this Agreement is intended or shall be construed to
establish an agency, partnership or joint venture relationship between the parties, their
employees, agents, subcontractors, or assigns, during or after performance of this Agreement.
Each party hereto agrees that it shall be solely responsible for the wrongful acts of its employees,
contractors and agents. Nothing contained herein shall constitute a waiver of sovereign
immunity or the provisions of Section 768.28, Florida Statutes. The foregoing shall not
constitute an agreement by either party to assume any liability for the acts, omissions and/or
negligence of the other party.
6. Amendments. This Agreement may be amended only through a written
document approved by both the Funding Partner's Board of Commissioners and the LYNX
Governing Board, and executed by all parties hereto.
7. Termination of Agreement.
(a) For Cause. If LYNX or the Funding Partner (the "Breaching Party")
fails to fulfill any material covenant, term or condition of this Agreement, the other party
(the "Non -Breaching Party") shall give the Breaching Party written notice of such
failure or violation. If such failure or violation is not cured within thirty (30) days from
the date on which the Breaching Party receives such notice, the Non -Breaching Party
may terminate this Agreement, which shall be effective upon thirty (30) days following
the Breaching Party's receipt of a written notice from the Non -Breaching Party to that
effect or such later date as specified in the notice.
(b) For Convenience. Either LYNX or the Funding Partner may terminate
this Agreement at any time upon giving notice to that effect. Such termination shall be
effective upon thirty (30) days receipt of written notice of termination from the party
desiring to terminate this Agreement or such later date as specified in the notice.
8. Audit. The Funding Partner (or its lawfully designated designee), shall have the
right to audit LYNX's books and records on an annual basis to determine compliance with the
terms, conditions and obligations imposed by this Agreement. The Funding Partner shall have
full access to all records, documents and information, whether on paper or electronic or other
media as is necessary or convenient to perform the audit.
9. Public Records Act. In accordance with Chapter 119 of the Florida Statutes
(Public Records Law), any "public record" created or received by the Funding Partner, including
reports, specifications, drawings, maps, and tables, must be made for inspection, and upon
request and payment, copying, unless such public record falls within an exception or exemption
to the Public Records Act and each page is clearly and conspicuously marked as such.
10. Record Keening Procedure. LYNX shall keep and maintain accurate records of
all services rendered in the performance of this Agreement and shall keep such records open to
inspection by the Funding Partner at reasonable hours during the entire term of this Agreement,
plus three (3) years after expiration or termination of this Agreement. If any litigation, claim or
audit is commenced prior to the expiration of the three (3) year period and extends beyond such
period, the records shall be maintained until all litigation, including appeals, claims or audits
have been concluded or resolved. Any person authorized by the Funding Partner shall have
access to and the right to examine any of the records.
11. Litigation and Venue. In the event any party deems it necessary to take legal
action to enforce any provision of this Agreement, the venue shall be in the Circuit Court of the
Ninth Judicial Circuit, in City of Sanford, Florida or the United States District Court for the
Middle District of Florida, Orlando Division.
12. Remedies. No remedy herein conferred upon any part 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 rights, power, or
remedy hereunder shall preclude any other or further exercise thereof.
13. Severability. In the event that 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 which remaining portions shall remain in full force and
effect.
14. Waiver. Performance of this Agreement by any party, after notice of default of
any of the terms, covenants or conditions, shall not be deemed a waiver of any right to terminate
this Agreement for any subsequent default, and no waiver of such default shall be construed or
act as a waiver of any subsequent default.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Florida. The parties to this Agreement agree to comply
with all applicable federal, state, and local laws, ordinances, rules and regulations pertaining to
the actions contemplated by this Agreement.
16. Construction. Captions and section headings in this Agreement are for
convenience and reference only, and shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction or meaning of the provisions of this Agreement.
17. Notices. All notices, consents, approvals, waivers, and deletions which any party
shall be required or shall desire to make or give under and in accordance with this Agreement
shall be in writing and must be sent by certified United States mail with return receipt required,
or by personal delivery with receipt required to the following addresses:
As to Funding Partner: City of Sanford
300 N. Park Avenue
Sanford, FL 32772
Attention: Norton N. Bonaparte, Jr., City Manager
As to LYNX: Central Florida Regional Transportation Authority
455 North Garland Avenue
Orlando, Florida 32801-1518
Attn: John M. Lewis, Jr., Chief Executive Officer
With copy to: Central Florida Regional Transportation Authority
455 North Garland Avenue
Orlando, Florida 32801-1518
Attn: Blanche W. Sherman, Director of Finance
With a copy to: Akerman Senterfitt
420 South Orange Avenue, Suite 1200
Orlando, Florida 32801
Attn: Patrick T. Christiansen, Esq.
18. Binding Agreement. This Agreement is binding upon the parties and shall inure
to their successors or assigns.
19. Effective Date. The effective date of this Agreement shall be as of the date first
set forth above. Unless terminated earlier in accordance with Section 7 of this Agreement, this
Agreement will terminate on September 30, 2015, except for the provisions of this Agreement
which by their terms survive the termination of this Agreement.
20. Negotiations. The parties to this Agreement acknowledge that all terms of this
Agreement were negotiated at arm's-length and that this Agreement and all documents executed
in connection herewith were prepared and executed without undue influence exerted by any
party or on any party. Further, all parties drafted this Agreement jointly, and no parties are
entitled to the benefit of any rules of construction with respect to the interpretation of any terms,
conditions, or provisions of this Agreement in favor of or against any person or party who
drafted this Agreement.
21. No Third -Party Beneficiaries. This Agreement does not create, and shall not be
construed as creating, any rights enforceable by any person or entity other than the parties in this
Agreement.
22. Recording. This Agreement shall be filed with the Clerk of the Court of Seminole
County, Florida, or such other public official responsible under general or special law for the
public records of Seminole County, Florida, in accordance with Section 163.01, Florida Statutes.
23. Entirety of the Agreement. This Agreement constitutes the entire Agreement
between the parties with respect to the specific matters contained herein and shall supersede all
previous discussions, understandings, and agreements.
24. Addendum. There is attached hereto a certain Addendum consisting of one (1)
page. To the extent there is a conflict between the terms of this Agreement and the terms of the
Addendum, the terms of the Addendum will govern.
IN WITNESS WHEREOF, the Funding Partner and LYNX have duly and lawfully
approved this Agreement and have authorized its execution and delivery by their respective
officers, who have set their hands and their respective seals affixed below, all as of the date first
written hereinabove.
[Signatures appear on following page]
SIGNATURE PAGE FOR FUNDING PARTNER
FUNDING PARTNER:
IN0WK670LY-,IaIIIs] c'1�7
Jeff Triplett, Mayor
Date:
ATTEST:
By:
City derk
SIGNATURE PAGE FOR LYNX
CENTRAL FLORIDA REGIONAL
TRANSPORTATION AUTHORITY
ByAChtief
is, .
tive O icer
STATE OF FLORIDA
COUNTY OF ORANGE
The fiqregoing instrument was ackn ledged b fore ,me this s'd day of
2014, b J and s/he
acknowledged before me that s/he exe ted the foregoing instr ent on behalf of CENTRAL
FLORIDA REGIONAL TRANSPORTATION AUTHORITY as its true act and deed, and that
s/he was authorized to do so.
COUNTY OF ORANGE
This Agreement is approved as to form for reliance
only by LYNX and for no other person and for no
other purpose.
Akerma terfitt, Counsel for LYNX
By:
Patrick T. Christiansen, Esq. - +�
DEI30RAH S. MORROW
Notar Public
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Commission # EE 122314
Serial Number:
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Expires May 3, 2015
goaded Thio Troy Fain Inure 80a38S7Ut9
Commission Expires:
STATE OF FLORIDA
COUNTY OF ORANGE
This Agreement is approved as to form for reliance
only by LYNX and for no other person and for no
other purpose.
Akerma terfitt, Counsel for LYNX
By:
Patrick T. Christiansen, Esq. - +�
Exhibit "A"
Description of APPROPRIATED AMOUNT
October through September $ 93,000
Exhibit A City of Sanford
Transit Service Costs For FY2015
Total City Transit Service Cost 1 $ 93,000
FY2015 Billing Schedule:
October 2014
$
7,750
November 2014
$
7,750
December 2014
$
7,750
January 2015
$
7,750
February 2015
$
7,750
March 2015
$
7,750
April 2015
$
7,750
May 2015
$
7,750
June 2015
$
7,750
July 2015
$
7,750
August 2015
$
7,750
September 2015
$
7,750
Annual Funding Request from City
$ 93,000
Exhibit "B"
DESCRIPTION OF SERVICES
LINK 46 East SR 46/Downtown Sanford
Serving: Downtown Sanford, Central Florida Regional Hospital, Seminole County Services
Building, Central Florida Family Health Center, Sanford SunRail Station, and Neighborlink 651
SEMINOLE BLVD.
LINK 46 West W. SR 46/Seminole Towne Center
Serving: Seminole Towne Center, Walmart Rinehart Road, Super Target Rinehart Road,
Downtown Sanford and Sanford SunRail Station
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ADDENDUM TO AGREEMENT
25. The Funding Partner, on November 9, 2009, adopted a Comprehensive Policy
Plan (the "CPP"), which calls for specific level of service improvements in public transportation;
and
26. The Funding Partner agrees to appropriate up to a maximum of ninety-three
thousand dollars and zero cents ($93,000) to LYNX for fiscal year 2015 for the provision of
public transportation services within the Service Agreement in accordance with this Agreement
and to be allocated as follows:
(a) The base operating expenditures funding of $93,000 shall be for fixed -
route bus service, Access LYNX, and other existing services.
(b) The $93,000 shall be paid by the Funding Partner to LYNX in twelve (12)
equal monthly installments by Funding Partner's designated representative and shall be
due on the first of each month beginning in October 2014, and payable no later than thirty
(30) days after the due date. The first such payment under this Agreement shall be made
no sooner than October 1, 2014 or the execution date of this Agreement.
Notwithstanding the foregoing, in the event LYNX fails to submit the required quarterly
reports or fails to comply with any material terms of this Agreement, the Funding Partner
reserves the right to withhold the monthly payment pursuant to Section 3, of this
Agreement.