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HomeMy WebLinkAboutCity of Tamarac Resolution R-2009-134Temp. Reso. #11693 — September 1, 2009 Page 1 irCITY OF TAMARAC, FLORIDA , L RESOLUTION NO. R-2009 - 13 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO ACCEPT AND EXECUTE THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF TAMARAC AND BROWARD COUNTY FOR PUBLIC TRANSPORTATION SERVICES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, sufficient public transportation is an important and essential component of a progressive city; and WHEREAS, the City has an existing Interlocal Agreement, with subsequent Amendments, for Public Transportation with Broward County which expires September 30, 2009; and WHEREAS, the existing Agreement has shown to provide a valuable service to the residents of the City of Tamarac; and WHEREAS, it is the recommendation of the Director of Parks and Recreation to execute a new Agreement with Broward County for the provision of Broward County agreeing to pay the City of Tamarac Fifteen Dollars ($15.00) per revenue service hour for the term of the agreement; and WHEREAS, staff has reviewed the proposed Agreement with Broward County for Public Transportation Services; and WHEREAS, it is the recommendation of the Director of Parks and Recreation and that the City accept and execute the Interlocal Agreement with Broward County for Public Transportation Services; and Temp. Reso. #11693 — September 1, 2009 Page 2 WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in 11 the best interest of the citizens and residents of the City of Tamarac to authorize the execution of the Interlocal Agreement between the City of Tamarac and Broward County for Public Transportation Services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. All exhibits attached hereto are hereby incorporated herein by this reference. SECTION 2: That the appropriate City Officials are hereby authorized to execute the Interlocal Agreement between the City of Tamarac and Broward County for Public Transportation Services herein and made part hereof as Exhibit 1. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. L, ir 1 A Temp. Reso. #11693 — September 1, 2009 Page 3 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this a3 day of '��"_2009. ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. — )0'o) SA EL S. O N CITY ATTORN Y /??�/ �Vewa-�o BETH FLANSBA M-TALABISCO Mayor RECORD OF COMMISSION VOTE: MAYOR FLANSBAUM-TALABISCO DIST 1: COMM BUSHNELL DIST 2: VM ATKINS-GRAD DIST 3: COMM. GLASSER DIST 4: COMM. DRESSLER Temp. Reso. #11693 Exhibit 1 INTERLOCAL AGREEMENT between BROWARD COUNTY and CITY OF TAMARAC for COMMUNITY BUS SERVICE FINANCIAL ASSISTANCE ONLY INTERLOCAL AGREEMENT between BROWARD COUNTY and CITY OF TAMARAC for COMMUNITY BUS SERVICE FINANCIAL ASSISTANCE ONLY This is an Agreement made and entered into by and between: BROWARD COUNTY, a political subdivision of the state of Florida, hereinafter referred to as "COUNTY," UA►9 CITY OF TAMARAC, a municipal corporation organized and existing under the laws of the state of Florida, its successors and assigns, hereinafter referred to as "CITY." WHEREAS, public transportation services provided by COUNTY need to be supplemented to serve a greater number of people traveling within and throughout CITY; and WHEREAS, public transportation resources are limited and must be used in the most efficient manner to maintain citizen support; and WHEREAS, both COUNTY and CITY agree that better public transportation for residents of CITY and those persons traveling within or throughout CITY is needed; and WHEREAS, it is desirable to provide an alternative form of public transit service to the residents of CITY and those persons traveling within or throughout CITY; and WHEREAS, it is the intent of the parties that the alternative form of public transit shall not duplicate the existing mass transit system in COUNTY; and WHEREAS, CITY has expressed an interest in providing an alternate form of transportation by utilizing vehicles provided by COUNTY; NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, COUNTY and CITY agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS 1.1 ADA - American with Disabilities Act of 1990, 42 USC Sections 12101 et seq. and the implementing regulations found in 29 CFR Parts 1630, 1602; 28 CFR Part 35, 49 CFR Parts 27,37,38, 28 CFR Part 36, and 47 CFR Sections 64.601 et seq. 1.2 Agreement - means this document, Articles 1 through 10, inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.3 Board - The Broward County Board of County Commissioners. 1.4 BCT - The Broward County Transit Division. 1.5 Contract Administrator - The Broward County Administrator, the Director of the Broward County Transportation Department, or designee of such County Administrator or Director. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CITY and to manage and supervise execution and completion of the Scope of Services and the terms and conditions of this Agreement as set forth herein. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 1.6 County Administrator - The administrative head of COUNTY pursuant to Sections 3.02 and 3.03 of the Broward County Charter. 1.7 County Attorney - The chief legal counsel for COUNTY who directs and supervises the Office of the County Attorney pursuant to Section 2.10 of the Broward County Charter. 1.8 Emergency Service - Emergency Service shall mean service scheduled at the direction of COUNTY during periods of adverse weather or other emergency conditions as determined by COUNTY including, but not limited to, inclement weather, hurricane, earthquake, fire, flood, cloudburst, cyclone, or other natural phenomenon of a severe and unusual nature, act of a public enemy, epidemic, quarantine, restriction, embargo, or other periods of extreme or catastrophic events. 1.9 Vehicle(s) - The wheelchair accessible, passenger Vehicle(s), as described in Exhibit "E " ARTICLE 2 SCOPE OF SERVICES SERVICES TO BE PROVIDED BY CITY 2.1 CITY shall provide public transportation services within the CITY at the locations and according to schedules as contained in Exhibit "A," a copy of which is attached hereto and made a part hereof. The provision of transportation services may be performed by CITY through the use of its employees or CITY may enter into a contract with a third party to perform the services. In the event CITY contracts with a third party, CITY shall remain fully responsible hereunder and shall ensure that its contractor complies at all times with each and every term, condition, duty, and obligation set forth herein. Any changes to Exhibit "A" made by CITY shall be effective only upon the written consent of Contract Administrator. The services to be provided shall include the following: 2.1.1 Service shall be provided a minimum of twenty four (24) hours a week to certain locations and at scheduled intervals as listed on the attached Exhibit "A." CITY acknowledges and agrees that it shall not deviate or make changes to the service routes established in Exhibit 'A" including but not limited to a decrease or increase in revenue service hours, without the prior written consent of Contract Administrator. CITY further acknowledges and agrees that compensation under this Agreement is as set forth in Section 5.1, and COUNTY shall not compensate CITY for any deviations or changes from the service routes established in Exhibit "A" without the prior written consent of Contract Administrator. 2.1.2 If CITY determines a fare to be appropriate prior to beginning service under the terms of this Agreement, CITY may institute such fare; provided, however, that such fare shall never exceed one-half (1/2) of the fixed -route, full adult COUNTY fare. A public hearing shall be held by the CITY prior to the institution of any proposed fare or fare increase. COUNTY must approve, in writing, the imposition of a fare prior to implementation by CITY. 2.1.3 CITY, in compliance with the provisions of 49 USC Section 5307(d)(1), shall hold a public hearing before its City Commission as follows: (1) Prior to the implementation or change in fares. (2) Prior to any change in service affecting twenty-five percent (25%) or more to the route miles, when calculated on total route miles or on daily revenue miles. (3) Prior to establishing a new transit route. (4) Prior to discontinuing any transit route in its entirety. (5) Prior to implementing headway adjustments of more than ten (10) minutes during peak service hours or more than twenty (20) minutes during non - peak hours. 4 At least one Notice of Intent to Hold a Public Hearing must be published in a newspaper of general circulation in Broward County no less than ten (10) days prior to the date of the public hearing. The notice shall contain, at a minimum: (1) A description of the contemplated service or fare change, as appropriate. (2) The date, time, and accessible location of the hearing. (3) The location and addressee to whom written comments may be sent. (4) Criteria for requesting available accommodations and alternative formats. In the event that service changes are necessitated by road closures or road construction/repair, interruptions due to hurricane or other natural disaster, Contract Administrator may authorize service reductions on a temporary basis, without a prior public hearing, for a period not to exceed six (6) months. The temporary change in service shall be given widest possible advance notice through the use of flyers, handouts, or other printed material and shall include a telephone number to inquire further about the change or through which individual patrons may seek alternative format information. 2.1.4 CITY shall provide COUNTY with the notice and minutes of all public hearings held to satisfy the requirements of 49 USC Section 5307(d)(1)(1). 2.1.5 It shall be the responsibility of CITY to obtain any necessary permission to access or encroach upon any private property for use as an origin and/or destination associated with this Agreement. 2.1.6 Within six (6) months after the start of service, CITY shall maintain a minimum average of 7.1 passengers per revenue service hour per vehicle operated by CITY. It is understood and agreed between COUNTY and CITY that CITY's failure, to maintain a minimum average of 7.1 passengers per revenue service hour, per vehicle, during any six (6) month period shall constitute a breach of this Agreement, entitling COUNTY to immediately terminate the same in accordance with the terms hereof and shall entitle COUNTY to pursue any and all other remedies provided under this Agreement or any remedies available to COUNTY at law or in equity. CITY shall be paid for services properly performed under the Agreement through the termination date specified in the written notice of termination. CITY shall return any and all funds paid in advance to CITY for services that were not performed prior to the date specified in the written notice of termination. CITY shall return the funds within ten (10) days of receipt by CITY of the notice of termination. 2.1.7 Vehicle(s) shall be operated by properly licensed operators (Florida Commercial Driver's License minimum Class C with a passenger endorsement or, if air - brakes are applicable, a Florida Commercial Driver's License Class B with a passenger endorsement) employed by CITY or its contractors. These employees 5 shall provide full utilization of Vehicle(s) to disabled passengers. CITY or its contractor shall obtain driving and criminal background checks for all operators from the State of Florida Department of Law Enforcement or other sources approved by Contract Administrator. CITY and/or its contractor shall require its operators performing the services hereunder to notify CITY within 24 hours of any conviction for any traffic violation (except parking). 2.1.8 CITY, or its third party contractor, shall not permit any driver to operate a Vehicle provided herein whose driving record, as compiled by the Department of Motor Vehicles of the State of Florida, does not meet the following criteria: (a) Driver must have been a licensed driver for at least three (3) years (Time spent driving on a learner's permit does not count towards this requirement). (b) No more than one (1) moving violation in the past three (3) years. (c) No AT -FAULT accidents in the last three (3) years. (d) No Failures to Appear or Failures to Pay in the last three (3) years. (e) No Reckless Driving within the last seven (7) years. (f) No Driving Under the Influence within the last seven (7) years. Two convictions (lifetime) for DUI is an automatic disqualification. (g) No suspensions within the last three (3) years (one suspension for PIP permitted). (h) No Manslaughter resulting from the operation of a motor vehicle. (i) No Hit -Run or Hit -Run Property Damage. 0) No Reckless Driving causing injury. (k) No Driving Under the Influence causing injury. (1) No combination of any violations that indicate a pattern of irresponsibility or poor judgment. 2.1.9 Florida Commercial Driver's License operators hired by CITY or its contractors shall issue COUNTY bus route timetables or other transit information to any passenger requesting such material. 11 2.1.10 insofar as possible, scheduled service shall be coordinated with existing COUNTY bus service. It is the intent of the parties that CITY's scheduled service shall not duplicate existing COUNTY bus service. 2.1.11 CITY shall maintain the Vehicle(s) provided to it by COUNTY in accordance with manufacturer's standards and keep Vehicle(s) in reasonable condition at all times. 2.1.12 CITY while providing the community bus activities addressed herein shall comply, and assures the compliance of any third party contractor, with the applicable laws and regulations relating to nondiscrimination on the basis of disability: Section 504 of the Rehabilitation Act of 1973, as amended (Section 504), 29 U.S. C. Section 794, prohibits discrimination on the basis of disability by recipients of Federal financial assistance. 2. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in all programs, activities, and services of public entities, as well as imposes specific requirements on public and private providers of transportation. 3. DOT Public Transportation Regulations implementing Section 504 and the ADA. These regulations include DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 CFR Part 27, DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37, and Architectural and Transportation Barriers Compliance Board (ATBCB)/DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38, all as currently enacted or as may be amended from time to time. 2.1.13 In accordance with Broward County Ordinance 92-8, CITY certifies by means of Exhibit "B," which is attached hereto and incorporated herein by reference as if set forth in full herein, that it will have a Drug -Free Workplace Program. In the event CITY contracts with a third party to perform the services addressed herein, such contractor shall comply with COUNTY's Drug -Free Workplace Program requirements. 2.1.14 CITY agrees to participate in BCT's drug and alcohol testing program, or establish and implement subject to BCT review and approval, its own drug and alcohol testing program that complies with 49 CFR Part 655. In the event CITY subcontracts all or part of the community bus services to a third party, a similar requirement including review and approval by Contract Administrator must be 7 included in any subsequent agreement. CITY further agrees to certify, prior to the commencement of services under this Agreement and annually thereafter, compliance with current Federal Transit regulations to the BCT Director (a model format for certifying compliance is attached as Exhibit "D"). 2.1.15 CITY agrees to prepare, maintain, and submit annual reports to COUNTY summarizing its drug and alcohol testing program results from the previous year. The annual reports covering the prior calendar year must be submitted to COUNTY by a date determined by Contract Administrator, but no later than February 15"' of each year. Additionally, CITY shall provide quarterly reports to COUNTY summarizing its drug and alcohol testing results and shall permit COUNTY to inspect its records during site visits, to ensure compliance with program requirements. 2.1.16 CITY agrees that throughout the term of this Agreement the Broward County Board of County Commissioners' official logo(s) and COUNTY -assigned identification number shall be conspicuously displayed on the rear of the Vehicle(s) at all times. 2.1.17 CITY shall maintain certain records of information and data in the format prescribed by COUNTY. CITY shall supply the reports listed below to COUNTY pursuant to the schedule as set forth below. Reports shall be transmitted to COUNTY in a format that can be read and updated using standard software tools compatible with COUNTY's system, such as Microsoft Excel, Microsoft Word and Acrobat Reader. Immediately: Reports of all accidents/incidents (loss of life, injuries, stoppage, or major disruption of service) Monthly by the seventh (7) business day of each month: Ridership report (# of passengers, revenue miles, Vehicle miles, per Vehicle) Current roster of drivers Revenue Vehicle System Failure (mechanical failure of Vehicle that occurs in revenue service). Fuel usage for revenue service Vehicles in gallons Complaint summary as required in Article 3 herein Yearly: Vehicle inventory and mileage on each Vehicle Current insurance certificate in accordance with COUNTY requirements National Transit Database Operating Expenses Summary Form Safety Certification to COUNTY no later than February 15th annually for the prior calendar year period. The certification shall attest to compliance with the adopted System Safety Security Program Plan (SPP), and the performance of safety inspections on all Vehicles operated by CITY or its contractors. The Safety Certifications shall comply with the standards set forth in Rule14-90, Florida Administrate Code, Equipment and Operation Safety Standards for Bus Transit Systems as currently in enacted or as may be amended from time to time. 2.1.18 CITY shall at all times have and maintain in proper working order a dedicated TTY number. 2.1.19 In the event that the Vehicle(s) is not equipped with an audio/visual system to automatically announce major intersections, destination points and transfer points with other fixed routes, internally both audibly and on a signboard, the operator shall use the internal announcement feature of the on -board public address (PA) system to make the announcements set forth below. In the event that the PA system is not available or is inoperable, the operator shall make the following required announcements using his/her own voice loudly and clearly to be heard by all passengers: a. transfer points with other fixed -routes; and b. other major intersections and destination points; and C. intervals along a route to orient individuals with visual impairments or other disabilities to his or her location, especially if there is a long distance between other announcements; and d. any stop requested by a passenger with a disability, even if it does not meet any of the other criteria for announcement. 2.1.20 CITY shall be solely responsible to provide, during the term of this Agreement, a high quality community bus service which shall include, but not be limited to, all Vehicles, equipment, personnel, training, labor, and materials necessary to provide the transportation, scheduling, dispatching, reporting, and monitoring of the community bus service required herein throughout the term of this Agreement. 2.1.21 CITY service shall connect with regular COUNTY bus routes and community bus routes, as set forth in Exhibit "A." 2.1.22 CITY agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provide that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions set forth in 49 CFR Part 604. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. 2.1.23 CITY shall comply with the provisions of 69 U.S.C. 5323(f) and 49 CFR Part 605, and may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, Vehicles, or facilities 2.2 Maintenance of Vehicles. CITY shall have a continuing obligation to ensure safe and proper mechanical condition and cleanliness of the Vehicle(s). CITY shall perform additional cleaning and extermination for pests in the Vehicle(s). All equipment on the Vehicle(s) shall be maintained in a fully and proper operable condition at all times (by way of example, but not as a method of exclusion, "all equipment" shall include, but in no way shall be limited to, fully functioning air-conditioning system, turn signals, wheelchair lifts, etc.). CITY agrees to maintain all Vehicle(s) in first class appearance and mechanical condition throughout the duration of this Agreement. 2.2.1 CITY shall maintain all Vehicle(s) and equipment in accordance with a preventive maintenance schedule from the Vehicle manufacturer (Scheduled Maintenance Guide). CITY shall conduct and document pre -trip and post-trip/Bus Defect Vehicle inspections each day and shall utilize the form attached hereto attached hereto as Exhibit "G." In addition, CITY shall perform all necessary maintenance to ensure the continued and safe operation of all Vehicle(s). 2.2.2 COUNTY may conduct periodic inspections using its own or contracted service personnel to ensure compliance with all maintenance and cleaning requirements specified in this Agreement or in manufacturers' specification and any Vehicle not determined by COUNTY to be acceptable will be removed from service by CITY and all deficiencies corrected immediately. At COUNTY's request, CITY shall take the Vehicle(s) to a location designated by Contract Administrator for inspection. 2.2.3 CITY agrees to allow such on -board surveys and/or inspections as may be requested by COUNTY. COUNTY shall have the right to inspect the Vehicle(s) 10 during CITY's regular hours or at any time in case of emergency to determine whether CITY has complied with and is complying with the terms and conditions of this Agreement. COUNTY may, at its discretion, require CITY to effect repairs. 2.3 CITY shall ensure that all personnel providing services pursuant to this Agreement comply with all applicable federal, state, and COUNTY regulations, laws, and licensing requirements prior to and at all times while operating Vehicle(s) or performing any duties or functions relating to the requirements of this Agreement. 2.4 Safety and Security Reporting Requirements. CITY shall notify Contract Administrator as indicated below and shall submit a monthly report to Contract Administrator summarizing the following: (a) CITY shall notify Contract Administrator within two (2) hours of the occurrence and provide a full incident report of any Major Incident involving a transit Vehicle. A Major Incident involves one of the following conditions: $ A fatality due to an incident which shall include suicides, but does not include deaths by natural causes, or death not associated with an incident $ Injuries requiring immediate medical attention away from the scene for one or more persons $ Total property damage is equal to or in excess of $25,000.00 $ An evacuation due to life safety reasons (b) A summary report of all Non -Major Incidents involving a transit Vehicle. A Non - Major Incident involves one of the following conditions: Where one person is transported for off -site medical care Total property damage is equal to or in excess of $7,500.00, but less than $25,000.00 All non -arson fires not qualifying as Major Incidents All crimes aboard transit Vehicle(s) and resulting arrests. 2.5 Minimum Standards. CITY agrees to comply with the following minimum standards: (a) CITY, as a contracted public transit provider, shall comply with the requirements of Rule 14-90, "Equipment and Operation Safety Standards for Bus Transit Systems" Florida Administrative Code, as currently enacted or as may be amended from time to time, (Rule 14-90). (b) CITY agrees to comply with the following minimum standards: (1) Develop and adopt a System Safety Program Plan (SSPP) and Security Program Plan (SPP)) that complies, with the safety standards set forth in Rule 14-90. 11 (2) Make the SSPP and SPP available for review and/or inspection at least annually and upon request of COUNTY. (3) Permit inspections, safety and security review by COUNTY and/ or the state of Florida. (4) Comply with CITY's adopted SSPP and ensure that safety inspections have been performed no less than annually on all Vehicle(s) operated pursuant to the provisions of this Agreement by person meeting the requirements of Rule 14-90. (5) All Vehicle(s) shall be kept clean and orderly during all times of active service. (6) All accidents shall be reported immediately to the police. (7) Vehicle(s) shall not be operated if the top or interior lights or the headlights or taillights are not functioning properly. Likewise, a Vehicle shall not be driven unless the brakes, steering mechanism, tires, horn, windshield wipers, and side and rearview mirrors are in good working order. (8) Advertising, if allowed by COUNTY on any Vehicle, shall not obstruct the driver's view and shall not obstruct the Vehicle's top lights or other lights. No Vehicle shall have within it, or on its exterior, any sign which encourages, advertises for, or otherwise solicits tips. (9) All Vehicle(s) shall be equipped with rearview mirror and side mirrors on driver's and passenger's side. (10) Speedometer shall be properly installed, in good working order, and exposed to the view of both the driver and the passenger(s). (11) The interior of the Vehicle(s) shall be clean, sanitary, free from torn or damaged upholstery or floor coverings and from damages or broken seats. (12) Door hinges and latches shall be in good mechanical working order and all doors shall operate easily and close securely. (13) Vehicle(s) shall be structurally sound and operate with a minimum of noise, vibration, and visible exhaust fumes. (14) The body, fenders, doors trim and grill of the Vehicle(s) shall be free from cracks, breaks and dents, and painted. 12 (15) Vision shall be unobstructed on all four (4) sides of the Vehicle(s). 2.6 EQUIPMENT 2.6.1 CITY shall utilize one (1) wheelchair accessible, passenger Vehicle(s), as described on Exhibit "E" to be used in regular route service as set forth in Exhibit "A." Such Vehicle(s) shall comply with the Americans with Disabilities Act of 1990 and all applicable federal and state regulations. 2.6.2 Vehicle(s) used by CITY, or its subcontractor, to provide services pursuant to this Agreement, shall be equipped with bicycle racks or similar device used to transport non -motorized bicycles. 2.7 SERVICES TO BE PROVIDED BY COUNTY 2.7.1 COUNTY shall provide CITY with sufficient bus stop signs and sign posts to cover the route described in Exhibit "A." Bus stop sign installation shall be the responsibility of CITY and must comply with Roadway and Traffic Design Standards Index #11865, published by the Florida Department of Transportation. In the event, CITY desires to supply its own signage at its own expense such signage must be approved by COUNTY. 2.7.2 COUNTY, in its sole discretion, acting through its Contract Administrator, may authorize a replacement Vehicle(s). In the event that a Vehicle(s) is replaced, Exhibit "E" shall be updated. CITY's use of any replacement Vehicle(s) shall be subject to all terms and conditions of this Agreement. 2.8 TECHNICAL ASSISTANCE 2.8.1 COUNTY shall provide Florida Commercial Driver's License operators hired by CITY or its contractors with training in passenger relations, rules of the road, and transit system information. All Florida Commercial Driver's License operators shall be required to attend and successfully complete COUNTY's training program prior to operating the Vehicle(s) addressed herein. This requirement shall extend to any and all Florida Commercial Driver's License operators employed at any time during the term of this Agreement. In the event training is not available, Contract Administrator may provide a written extension, not to exceed sixty (60) days from the date the driver begins operating the Vehicle(s), for Florida Commercial Driver's License operators to attend and complete COUNTY's training. 2.8.2 COUNTY shall assist CITY staff with any aspect of planning and scheduling of public transit routing that CITY might request. 13 2.8.3 COUNTY shall print and provide CITY with bus route timetables sufficient to inform CITY residents and passengers of service made available as described in Exhibit "A" or any modification thereto. 2.9 CITY acknowledges and agrees that Contract Administrator, unless specifically authorized herein, has no authority to make changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under this Agreement. 2.10 EMERGENCY SERVICE. 2.10.1 In addition to the scheduled community bus service as set forth in Exhibit "A," CITY, upon direction of BCT, may be required to provide Emergency Service. Emergency Service may include, but shall not be limited to, evacuation and reverse evacuation transportation for individuals, as well as any other transportation deemed necessary by COUNTY staff. The parties agree that extreme conditions or catastrophic events may not affect the operations of all cities equally and at COUNTY's discretion, COUNTY may require CITY to authorize the use of Vehicle(s) leased to CITY herein by any other city that that has an agreement with COUNTY for Community Bus Service. CITY shall not be entitled to any compensation for the use of any Vehicle that is utilized by another CITY as set forth above. Fares shall not be collected from passengers during Emergency Service. 2.10.2 Suspension of Operations: CITY may suspend all or a portion of service when said performance is made impossible by inclement weather, hurricane, earthquake, fire, flood, cloudburst, cyclone, or other natural phenomenon of a severe and unusual nature, act of a public enemy, epidemic, quarantine, restriction, embargo, or any other unforeseeable cause beyond control of CITY or its contractor. CITY shall request verbal or written approval of COUNTY prior to suspending operations. 2.10.3 Emergency Response Plan: CITY shall have a plan, updated on an annual basis, to maintain operations during the occurrence of emergencies such as, but not limited to, natural disasters and acts of terrorism. Plans for backup telecommunications such as cellular phones, backup generators and backup fuel sources and other alternatives shall be detailed in a written plan and submitted to COUNTY thirty (30) days from the effective date of this Agreement. 2.11 ADVERTISING 2.11.1 CITY shall not place advertisements of any kind or nature on any Vehicle(s) without the prior written approval of Contract Administrator. In the event that advertisements are allowed, all advertising shall conform to the Broward County Transit Division Advertising Guidelines and Regulations, as currently enacted or as may be amended from time to time. Additionally, CITY, subject to approval of 14 Contract Administrator, may obtain advertising services pursuant to the terms and conditions of the agreement between Broward County and Direct Media, Inc. for Transit Advertising Program dated April 28, 2009. ARTICLE 3 COMPLAINTS 3.1 CITY shall respond to complaints regarding the quality of service brought by patrons or by COUNTY on its own initiative or otherwise. Such response shall be provided by CITY verbally within two (2) calendar days of complaint and in writing within five (5) calendar days. CITY shall copy Contract Administrator on all correspondence. At the request of COUNTY, CITY shall meet with Contract Administrator to review any complaints or concerns and to promptly correct any deficiencies. Contract Administrator's determination as to quality of operation or services shall be conclusive, and curative measures shall be implemented by CITY as expeditiously as possible. 3.1.1 CITY shall be required to resolve all written and oral complaints received from the public or COUNTY. CITY shall be required to conduct the necessary investigation, impose disciplinary action on employees where appropriate and respond in writing to each complainant with the results of such investigation and/or disciplinary action. Copies of all such correspondence shall be provided to Contract Administrator on a weekly basis. 3.1.2 CITY shall submit a monthly report to Contract Administrator summarizing complaints and damage or other claims received during the preceding month as well as the resolution, if known, of such matters. In addition, CITY shall prepare and furnish such other reports as Contract Administrator may, from time to time, require. ARTICLE 4 TERM AND TIME OF PERFORMANCE 4.1 The term of this Agreement shall begin on the date it is fully executed by both parties and shall end on September 30, 2012; the term may be extended for up to two (2) additional one (1) year periods upon written approval of Contract Administrator ninety days prior to the expiration date of the current term. If the term of this Agreement extends beyond a single fiscal year of COUNTY, the continuation of this Agreement beyond the end of any fiscal year shall be subject to the availability of funds from COUNTY in accordance with Chapter 129, Florida Statutes. 4.2 Prior to beginning the performance of any services under this Agreement, CITY must receive a Notice to Proceed from Contract Administrator. 15 ARTICLE 5 FINANCIAL ASSISTANCE 5.1 COUNTY agrees to pay CITY Fifteen Dollars ($15.00) per revenue service hour, per vehicle in revenue service under the terms of this Agreement, during the term of this Agreement. CITY shall submit its vehicle revenue service hour calculations on the form and pursuant to instructions prescribed by Contract Administrator as set forth in Exhibit " P attached hereto and made a part hereof. The funds addressed herein shall be used by CITY solely for the purpose of maintaining, operating, and properly equipping the vehicle(s) and for no other purpose. On the effective date of this Agreement, COUNTY shall pay CITY, in advance, the anticipated amount due through the first quarter. All payments for subsequent quarters, if applicable, shall be paid in advance on a quarterly basis. 5.1.1 Advance payments made by COUNTY to CITY for any quarter based on projected revenue service hours will be adjusted by COUNTY in future quarterly payments based on the actual revenue hours achieved. 5.2 The name of the official payee to whom COUNTY shall issue checks shall be the CITY OF TAMARAC. 5.3 METHOD OF BILLING AND PAYMENT 5.3.1 CITY shall submit invoices for compensation, in advance, on a quarterly basis. To be deemed proper, all invoices must comply with the requirements set forth in this Agreement and include a list of all Florida commercial licensed drivers, including drivers' license numbers, for each individual permitted to operate the Vehicle(s) under this Agreement. Each invoice must be submitted on the form and pursuant to instructions prescribed by Contract Administrator as set forth in Exhibit "F" attached hereto and made a part hereof. ARTICLE 6 CHANGES IN SCOPE OF SERVICES 6.1 Except for those changes permitted in Section 2.1 herein, any change to the Scope of Services must be accomplished by a written amendment, executed by the parties in accordance with Section 10.16 below. 6.2 Any appreciable changes in the level of services, as determined by Contract Administrator's sole discretion, to be provided by CITY as set forth herein shall only be implemented after COUNTY and CITY have entered into a modified agreement describing the changed services. Nothing in this Agreement precludes the possibility of COUNTY once again providing public transportation services if ridership levels warrant expanded service. W 6.3 The parties agree to renegotiate this Agreement if applicable federal, state, or local laws or revisions of said laws make changes in the Agreement necessary or desirable, as determined by Contract Administrator. ARTICLE 7 INDEMNIFICATION / GOVERNMENTAL IMMUNITY 7.1 Nothing herein is intended to serve as a waiver of sovereign immunity by any party nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. CITY is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and agrees to be fully responsible for the acts and omissions of its agents or employees to the extent permitted by law. ARTICLE 8 INSURANCE 8.1 The parties hereto acknowledge that CITY is an entity subject to Section 768.28, Florida Statutes, and CITY shall furnish Contract Administrator with written verification of liability protection in accordance with state law prior to final execution of said agreement. CITY shall institute and maintain a fiscally sound and prudent risk management program with regard to its obligations under this Agreement in accordance with the provisions of Section 768.28, Florida Statutes. 8.2 If CITY contracts with a third party to provide the transportation service addressed herein, any contract with such third party shall include the following provisions: Indemnification: CITY's contractor shall at all times hereafter indemnify, hold harmless and, at County Attorney's option, defend or pay for an attorney selected by the County Attorney to defend COUNTY, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by intentional or negligent act of, or omission of, CITY's contractor, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against COUNTY by reason of any such claim, cause of action or demand, CITY's contractor shall, upon written notice from COUNTY, resist and defend such lawsuit or proceeding by counsel satisfactory to COUNTY or, at COUNTY's option, pay for an attorney selected by County Attorney to defend COUNTY. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by Contract Administrator and County Attorney, any sums due CITY's contractor under this Agreement may be retained by COUNTY until all of COUNTY's claims for 17 indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY. Insurance: CITY's contractor shall at all times during the term of this Agreement keep and maintain in full force and effect, at contractor's sole cost and expense, insurance of the types and amounts as set forth on Exhibit "C," a copy of which is attached hereto and incorporated herein by reference as if set forth in full, and shall name COUNTY as an additional insured. Provisions Applicable to Insurance: At or prior to the commencement of CITY's performance pursuant to the provisions of any agreement with CITY involving the Vehicle(s) provided hereunder, CITY shall deliver the original certificate of insurance required herein to COUNTY. CITY shall pay the premiums for all insurance required by this Agreement. CITY shall cause all policies of insurance required by this Agreement to be renewed from time to time so that at all times the insurance protection required by this Agreement shall continuously exist. The policy shall not be canceled or materially changed without the giving of at least thirty (30) days' prior written notice thereof to COUNTY, and in such event, a policy pursuant to the above terms must be substituted. ARTICLE 9 TERMINATION 9.1 This Agreement may be terminated for cause by action of the Board or by CITY upon thirty (30) days' written notice by the party that elected to terminated, or for convenience by action of Board upon not less than sixty (60) days' written notice by Contract Administrator. This Agreement may also be terminated by Contract Administrator upon such notice as Contract Administrator deems appropriate under the circumstances in the event Contract Administrator determines that termination is necessary to protect the public health, safety, or welfare. 9.2 Termination of this Agreement for cause shall include, but not be limited to, failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of COUNTY as set forth in this Agreement, or multiple breach of the provisions of this Agreement notwithstanding whether any such breach was previously waived or cured. 9.3 Notice of termination shall be provided in accordance with the "NOTICES" section of this Agreement except that notice of termination by Contract Administrator which Contract Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Agreement. 9.4 CITY acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by COUNTY, the adequacy of which is hereby acknowledged by CITY, is given as 18 specific consideration to CITY for COUNTY's right to terminate this Agreement for convenience. 9.5 Upon termination of this Agreement for whatever reason, CITY shall return the Vehicle leased herein to COUNTY within seven (7) days of the termination date. CITY shall return the equipment to COUNTY in the condition it was received at the onset of this Agreement, normal wear and tear excepted. CITY's obligation to return the equipment to COUNTY in the condition it was received shall include the removal of any painting or wrapping of the Vehicle for advertisement purposes. Any costs necessary to restore and/or prepare the Vehicle for return to COUNTY shall be the sole responsibility of CITY, COUNTY, through its Maintenance Transit Manager, shall have the right to inspect and to approve the condition of the Vehicle prior to acceptance and should the Maintenance Transit Manager determine that the Vehicle is not in the proper condition, CITY shall at its sole cost and expense remedy any and all deficiencies indentified by the Maintenance Transit Manager. ARTICLE 10 MISCELLANEOUS 10.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of COUNTY; and, if a copyright is claimed, CITY grants to COUNTY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Agreement, any reports, photographs, surveys, and other data and documents prepared by CITY, whether finished or unfinished, shall become the property of COUNTY and shall be delivered by CITY to Contract Administrator within seven (7) days of termination of this Agreement by either party. Any compensation due to CITY shall be withheld until all documents are received as provided herein. 10.2 AUDIT RIGHT AND RETENTION OF RECORDS COUNTY shall have the right to audit the books, records, and accounts of CITY and its subcontractors that are related to this Agreement. CITY and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Agreement. All books, records, and accounts of CITY and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, CITY or its subcontractor, as applicable, shall make same available at no cost to COUNTY in written form. CITY and its subcontractors shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, 19 statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by COUNTY to be applicable to CITY's and its subcontractors' records, CITY and its subcontractors shall comply with all requirements thereof; however, no confidentiality or non -disclosure requirement of either federal or state law shall be violated by CITY or its subcontractors. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTY's disallowance and recovery of any payment upon such entry. CITY shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 10.2. 10.3 EEO COMPLIANCE CITY shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, marital status, political affiliation, familial status, disability, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement, the solicitation for or purchase of goods or services relating to this Agreement, or in subcontracting work in the performance of this Agreement and shall not otherwise unlawfully discriminate in violation of the Broward County Code, Chapter 16Y2, as may be amended from time to time. CITY shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 21 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as COUNTY deems appropriate. CITY shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. CITY shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CITY shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. By execution of this Agreement, CITY represents that it has not been placed on the discriminatory vendor list (as provided in Section 287,134, Florida Statutes, as may be amended from time to time). COUNTY hereby materially relies on such representation 20 in entering into this Agreement. An untrue representation of the foregoing shall entitle COUNTY to terminate this Agreement and recover from CITY all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY's competitive procurement activities. Consistent with the provisions of the Title VI, FTA Circular 4702.1A, CITY, as a grant recipient of FTA assisted funds, CITY shall ensure that transit services and related benefits shall be distributed in an equitable manner with no discrimination on the grounds of race, color, or national origin. Accordingly, CITY shall provide information to the public regarding its Title VI complaint procedures and apprise members of the public of protections against discrimination afforded to them by Title VI, including, but not limited to posting notices on its vehicle(s), website, and bus schedules. 10.4 PUBLIC ENTITY CRIME ACT CITY represents that the execution of this Agreement will not violate the Public Entity Crime Act, Section 287.133, Florida Statutes, as may be amended from time to time, which essentially provides that a person or affiliate who is a contractor, consultant, or other provider and who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, as may be amended from time to time, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CITY further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CITY has been placed on the convicted vendor list. 10.5 INDEPENDENT CONTRACTOR CITY is an independent contractor under this Agreement. Services provided by CITY pursuant to this Agreement shall be subject to the supervision of CITY. In providing such services, neither CITY nor its agents shall act as officers, employees, or agents of COUNTY. No partnership, joint venture, or other joint relationship is created hereby. COUNTY does not extend to CITY or CITY's agents any authority of any kind to bind COUNTY in any respect whatsoever. 21 10.6 THIRD PARTY BENEFICIARIES Neither CITY nor COUNTY intends to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. 10.7 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: FOR COUNTY: Director Broward County Transit Division 3201 West Copans Road Pompano Beach, FL 33069 FOR CITY: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to: City Attorney City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 22 10.8 ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other party. In addition, CITY shall not subcontract any portion of the work required by this Agreement, except as authorized herein. COUNTY may terminate this Agreement, effective immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by CITY of this Agreement or any right or interest herein without COUNTY's written consent. CITY represents that each person who will render services pursuant to this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and that each such person is reasonably experienced and skilled in the area(s) for which he/she will render his/her services. CITY shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of CITY's performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards. 10.9 CONFLICTS Neither CITY nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with CITY's loyal and conscientious exercise of judgment and care related to its performance under this Agreement. CITY further agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he, she, or CITY is not a party, unless compelled by court process. Further, CITY agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude CITY or any persons in any way from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding. In the event CITY is permitted pursuant to this Agreement to utilize subcontractors to perform any services required by this Agreement, CITY agrees to require such subcontractors, by written contract, to comply with the provisions of this section to the same extent as CITY. 10.10 MATERIALITY AND WAIVER OF BREACH COUNTY and CITY agree that each requirement, duty, and obligation set forth herein was bargained for at arms' -length and is agreed to by the parties in exchange for quid 23 Pro quo, that each is substantial and important to the formation of this Agreement and that each is, therefore, a material term hereof. COUNTY's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 10.11 COMPLIANCE WITH LAWS CITY shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. 10.12 SEVERANCE In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or CITY elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 10.13 JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Agreement and acknowledge that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. 10.14 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of Articles 1 through 10 of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 10 shall prevail and be given effect. 10.15 JURISDICTION VENUE WAIVER OF JURY TRIAL This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. All parties agree and accept that jurisdiction of any controversies or legal problems arising out of this Agreement, and any action involving 24 the enforcement or interpretation of any rights hereunder, shall be exclusively in the state courts of the Seventeenth Judicial Circuit in Broward County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THIS AGREEMENT, CITY AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. 10.16 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Board and CITY or others delegated authority to or otherwise authorized to execute same on their behalf. 10.17 PRIOR AGREEMENTS This document represents the final and complete understanding of the parties and incorporates or supersedes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein. The parties agree that there is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or agreement, whether oral or written. 10.18 HIPAA COMPLIANCE It is expressly understood by the parties that COUNTY personnel and/or its agents have access to protected health information (hereinafter known as "PHI") that is subject to the requirements of 45 CFR 164.502 and related regulations. In the event CITY is considered by COUNTY to be a covered entity or business associate and/or is required to comply with the Health Insurance Portability and Accountability Act of 1996 (hereinafter known as "HIPAA"), CITY shall fully protect individually identifiable health information as required by HIPAA and, if requested by COUNTY, shall execute a Business Associate Agreement in the form attached hereto as Exhibit "H" for the purpose of complying with HIPAA. Where required, CITY shall handle and secure such PHI in compliance with HIPAA and its related regulations and, if required by HIPAA or other laws, include in its "Notice of Privacy Practices" notice of CITY's and COUNTY's uses of client's PHI. The requirement to comply with this provision and HIPAA shall survive the expiration or earlier termination of this Agreement. COUNTY hereby authorizes the County Administrator to sign Business Associate Agreements on its behalf. 25 10.19 PAYABLE INTEREST 10.19.1 Payment of Interest. Except as required by the Broward County Prompt Payment Ordinance, COUNTY shall not be liable for interest for any reason, whether as prejudgment interest or for any other purpose, and in furtherance thereof CITY waives, rejects, disclaims and surrenders any and all entitlement it has or may have to receive interest in connection with a dispute or claim based on or related to this Agreement. 10.19.2. Rate of Interest. In any instance where the prohibition or limitations of Section 10.19.1 are determined to be invalid or unenforceable, the annual rate of interest payable by COUNTY under this Agreement, whether as prejudgment interest or for any other purpose, shall be .025 percent simple interest (uncompounded). 10.20 INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas" the parties. The attached Exhibits A, B, C, made a part of this Agreement. 10.21 REPRESENTATION OF AUTHORITY clause set forth above is acknowledged by D, E, F, G and H are incorporated into and Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he/she is, on the date he/she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority. 10.22 MULTIPLE ORIGINALS Multiple copies of this Agreement may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 91 IN WITNESS WHEREOF, the parties hereto have made and executed this Interlocal Agreement: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Count Administrator, authorized to execute same by Board action on the Y day of -w 20ef�__, and CITY, signing by and through its duly authorized to execute same. COUNTY: ., BROWARD COUNTY, by and through FAr its County Administrator $Y County Administrator . yvJ lay of , Insurance requirements Approved as to form by approved by Broward County Office of County Attorney Risk Management Division Broward County, Florida ' JEFFREY J. NEWTON, County Attorney Governmental Center, Suite 423 115 South Andrews Avenue By' Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-6968 By , haron V. Thorsen Senior Assistant County Attorney 0A INTERLOCAL AGREEMENT BETWEEN BROWARD COUNTY AND CITY OF TAMARAC FOR USE OF VEHICLES FOR COMMUNITY BUS SERVICE ATTEST: City Clerk (CORPORATE SEAL) SVT:slw 8/31 /09 2009TAMARACfi nanasst 8-114.2 CITY: Approved by Resolution No. Dated c 2- 3� CITY OF ARA By: Beth Flansbaum-Ta abisco, Mayor a,3 day of 200 . Jeffrey ills ',City Manager day of,�6-, J , 2001. APPROVE S TO F: By:AA T", V S uel S. tortrf, City Attorney 28 Tamarac Red Recreation. NN?s St. P"M, a e r ' Q KIMB s.Ae. Ie d bh— MCNAB aD %MM-DWO Ire.r. '© .""P", Culmy dr.l. 8 s,' © Mdvwy Plaza Sed.a 9 ® L1u Dhauw Pod �1AIL 011ice PNV 58 St. r I � Lv Tamarac Constunky Center and Ubrary" Target O 4 NW BOTH ST z ' a 7 Exhibit A — Page 1 of 3 yyWktrmr BAILEY RD' Shaker MflepC. � Satial s.cuon 7' ❑aDhoYp q� 6, 3 F. Sabel. Palm al d 'LUb 0 3 srnalin 'S N_ Plaza ' ira■ h 04 9sei! ' NW 44TH ST rc N x Ally SI 24 , 2009 Exhibit A — Page 2 of 3 Tamarac Yellow SOUTH[ MIN Reereatlon Ce", a'• NW 77 St. � m KingPahtt ' .. w CWhh� ® `� Seotlen to ,,W 70 PI. W MC 6 RO NAIn-0hcle Bree Ze e Welgremrs I ©� ,. 6.. W-y ❑ LImpHOy drak 5 ex$x a Clubhvn&! Sed- 9 S — x q�6houx m M s Platen posY Segeea 8 ' othc puhheux a Aqueillc ❑ �rt Complex WC CIALBLVb Breeze W z Cenkc and Liblgry z TAly1d V6RRARY 9L'Vq Ai gu st 24 , 2009 Exhibit A — Page 3 of 3 Tamarac Yellow and Red Routes N e+ IWATLANtIC'9 vo.... w Rlveaslae OR � semen xa FI 'Qu01iw5a SOUTHGAT BLVD ... a v 12 pftr Bii0il MY71 C. . . C", N IQMSERLYSLVQ 1 PGllll ,77. C3uhh4 Sedoh 16 , MMWwl Ciu NUM S^gWn 22 MWm PI, e MCNAB RO .;. MWmart iblcel8 Plan &eotlan/ SAILEYRQ Ppg"'.. �. Quhheuq Sed4n6 See11en7' tip i`triCe Qubhft E mpg a Quhhwsp 9 �uet�... C p Sabal P Im Rud. i rc. ud yp, Complex, NW 57 GO MMER IALB VO B-eeze TamwaQ ly ❑ nd Ube t`.aMer and Library : C inati Target Plan ze v C❑ m r A i MVP 441.H. ST a August24,200q EXHIBIT °B" DRUG FREE WORKPLACE CERTIFICATION The undersigned municipality/Contractor hereby certifies that it will provide a drug -free workplace program by: 1) Publishing a statement notifying its employees that the unlawful manufacture, distribution, dispense, possession, or use of a controlled substance is prohibited in the workplace, and specifying the actions that will be taken against employees for violations of such prohibition; 2) Establishing a continuing drug -free awareness program to inform its employees about: i) The dangers of drug abuse in the workplace; ii) The policy of maintaining a drug -free workplace; iii) Any available drug counseling, rehabilitation, and employee assistance programs; and iv) The penalties that may be imposed upon employees for drug violations occurring in the workplace; 3) Giving all employees engaged in performance of the contract a copy of the statement required by subparagraph 1); 4) Notifying all employees, in writing, of the statement required by subparagraph 1), that as a condition of employment on a covered contract, the employee shall: i) Abide by the terms of the statement; and ii) Notify the employer in writing of the employee's conviction under a criminal drug statue for a violation occurring in the workplace no later than 5 calendar days after such conviction; 5) Notifying Broward County government, in writing, within 10 calendar days after receiving notice under subdivision 4) (ii) above, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the employee; 6) Within 30 calendar days after receiving notice under subparagraph 4) of a conviction, taking one of the following actions with respect to an employee who is convicted of a drug abuse violation occurring in the workplace; i) Taking appropriate personnel action against such employee up to and including termination,; or ii) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency; and 7) Making a good faith effort to maintain a drug -free workplace program through implementation of subparagraphs 1) through 6). A orized Signature and Title Printed Name and Title STATE OF .L6')F- 101-r COUNTY OF t&,eO WA /? 2 The foregoing instrument was acknowledged before me this day of , 20 , by �' t�t t? P asp ,Q (Name of Person W ose Signature. is Notarized) (Title) of the e i Y44 a known to me to be the person described herein. NOTARY PUBLIC AJ ..t.C.x-� NOTARY PUBLIC -STATE OF FLORIDA Tina M. Wheatley Signature it SMD ,=Commission #DD581925 *'.•' Expires: AUG. 06, 2010 B04DEDIHRUATLA-NTICSONDI\GCO.,INC, Print Name My Commission Expires: 1rJ/D Exhibit C Insurance Request for Community Bus Services The following coverages are deemed appropriate for minimum insurance requirements for this project and will be required of the selected firm & identified in the neeotiated aarearrent Anv da✓iatinn nr Mmnne durina the nnntrarx nanntiminn ewvm nhnll hn annm M hu at.1, Mnt TYPE OF INSURANCE Lamas on L41Ii01111ty In Thousands of Dollars Each Occurrence Aggregate GENERAL LIABILITY! Bodily Injury [x ] Commercial General Liability [x ] Premises -Operations Property Damage Bodily Injury and $1000K 52000K (] Explosion and Collapse Hazard [ ] Underground Hazard Property Damage (] ProductsrCompleted Operations Hazard Combined [x ] Contractual Insurance Personal Injury Bmmrd County [x ] Broad Form Property Damage [x ] Independent Contractors reserves the right to [x ] Personal injury review and revise [x] Garage Keepers Legal Liability anyinsurance requirements at the AUTO LIABILITY Bodily Injury (each time of contract [x ] Comprehensive Form person] ranrtvlel, not limited [x ] Owned to the limits, [x ] Hired Bodily Injury (each coverages and [x ] Non -owned accident) endmements based Property Damage [x ] Any Auto If applicable on insurance market conditions andror Bodily Injury and $1000K changes in the Property Damage scope of services. Combined [ X] WORKER'S COMPENSATION AND [x] STATUTORY EMPLOYER'S LIABILITY (NOTE') i r (each accident) $100K ON $ ( ] PROFESSIONAL LIABILITY - E&O VENDOR RESPONSIBLE Max. Ded. S FOR DEDUCTIBLE [ ] PROPERTY COVERAGEIBUILDER'S RISK Max. god. $10K All Perlis except WIND 100% INCLUDING WIND AND FLOOD INSURANCE and FLOOD Replacement Cost CONTRACTOR RESPONSIBLE FOR DEDUCTIBLE WIND and FLOOD DED - NOT TO EXCEED S% OF COMPLETED VALUE [ ] If project greater than $50k - installation Maximum Deductible $ 10K deductible Project value floater required for replacement of material, Each Claim VENDOR RESPONSIBLE FOR DEDUCTIBLE equipment, installation. All risk, agreed value. Contractor responsible for all tools, materials, equipment, machinery, etc., until completion and acceptance by County. Certificate must show on general liability and excess liability AddRional Insured_ Broward County Board of County Commillssloners, Broward County, Florida. Also when applicable certificate should show B.C.B.C.0 as a named Insured for property and builders risk and as a loss payee for installation floater when coverage's are required. Certificate Must be Signed and All applicable Deductibles shown_ CQUISA2TOR RESPONSIBLE FOR L QEDUCTIBLEJ UNLESS OTHERWISE SIATED. Indicate bid number, RU,RFP, & project manager on COI. NOTE • - it me r:cmpeny is exempt from WorkeW Compensation Coverage, please provide a letter on company letterhead or a copy of the State's exemption which documents this, status and attache to the Certificate of Insurance for approval. If any operations are to be undertaken on or about navigable waters, coverage must be included for U-S- Longshoremen & Harbor Workers' Act/ & .ones Act CANCELLATION, ThliIKt30) Day written notice of cancellation required to the Certificate Holder. Nana A Mdress of t.rreatatta NWdpr ) + ,., &Owjard Ct unly Boalld of County Cohir ionefe v� Risk Managamont Division, RM 210 pawn Mehler 115 South Andrews Avenue rusk Management Division Fort Lauderdale, FL 3M 8W13/09 �v lgtansporgRbn) pate issued IreuianwLnrryr.:m. CERTIFICATE OF COVERAGE Certificate Holder Administrator Issue Date 09/18/09 ATTN JUDITH MAME-DURAND Florida League of Cities, Inc. BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS Public Risk Services BROWARD COUNTY MASS TRANSIT P.O. Box 530065 3201 WEST COPANS ROAD Orlando, Florida 32853-0065 POMPANO BEACH FL 33069 COVERAGES THIS IS TO CERTIFY THAT THE AGREEMENT BELOW HAS BEEN ISSUED TO THE DESIGNATED MEMBER FOR THE COVERAGE PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE AGREEMENT DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH AGREEMENT, COVERAGE PROVIDED BY: FLORIDA MUNICIPAL INSURANCE TRUST AGREEMENT NUMBER: FMIT 0584 COVERAGE PERIOD: FROM 10/1/09 COVERAGE PERIOD: TO 10/1/10 12:01 AM STANDARD TIME TYPE OF COVERAGE - LIABILITY TYPE OF COVERAGE - PROPERTY General Liability ❑ Buildings ❑ Miscellaneous ® Comprehensive General Liability, Bodily Injury, Property Damage and ❑ Basic Form ❑ Inland Marine Personal Injury ❑ Special Form ❑ Electronic Data Processing ® Errors and Omissions Liability ❑ Personal Property ❑ Bond ® Supplemental Employment Practice ❑ Basic Form ❑ ® Employee Benefits Program Administration Liability ❑ Special Form ® Medical Attendants'/Medical Directors' Malpractice Liability ❑ Agreed Amount ® Broad Form Property Damage ❑ Deductible N/A ❑ Law Enforcement Liability ❑ Coinsurance N/A ® Underground, Explosion & Collapse Hazard ❑ Blanket ❑ Specific Limits of Liability El Replacement Cast Combined Single Limit ❑ Actual Cash Value Deductible Stoploss $25,000 Automobile Liability Limits of Liability on File with Administrator ® All owned Autos (Private Passenger) TYPE OF COVERAGE - WORKERS' COMPENSATION ® All owned Autos (Other than Private Passenger) ® Hired Autos ❑ Statutory Workers' Compensation ® Non -Owned Autos ❑ Employers Liability $1,000,000 Each Accident $1,000,000 By Disease $1,000,000 Aggregate By Disease Limits of Liability Combined Single Limit ❑ Deductible N/A Deductible Stoploss $25,000 ❑ Automobile/Equipment — Deductible ® Physical Damage Per Schedule - Comprehensive - Auto Per Schedule - Collision - Auto N/A - Miscellaneous Equipment Other The limit of liability is $100,000 Bodily Injury and/or Property Damage per person or $200,000 Bodily Injury and/or Property Damage per occurrence. These specific limits of liability are increased to $2,000,000 (combined single limit) per occurrence, solely for any liability resulting from entry of a claims bill pursuant to Section 768.28 (5) Florida Statutes or liability imposed pursuant to Federal Law or actions outside the State of Florida. Description of Operations/LocationsNehicles/Special Items RE: Interiocal Agreement for Public Transportation Services (Bus Shuttle). The Certificate Holder is hereby added as additional insured, as respects the member's liability regarding the above described item. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE AGREEMENT ABOVE. DESIGNATED MEMBER CANCELLATIONS SHOULD ANY PART OF THE ABOVE DESCRIBED AGREEMENT BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 45 DAYS CITY OF TAMARAC WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED ABOVE, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 7625 NW 88TH AVENUE PROGRAM, ITS AGENTS OR REPRESENTATIVES. TAMARAC FL 33321 2401 AUTHORIZED REPRESENTATIVE FMIT-CERT (10/96) EXHIBIT "D" CERTIFICATE OF COMPLIANCE To: Director, Broward County Transportation Department 3201 West Copans Road Pompano Beach, Florida 33069 1y e-41%�"'., r _,�, / 86�, C&Aulaqe certify that > -- 7�e�'.c � ,__,_._, _ Title _mrrrz -� has established and implemented an anti -drug and Name of Contractor alcohol misuse prevention program in accordance with the terms of Federal Transit Administration (FTA) regulation 49 CFR Part 655. 1 further certify that employee training conducted under this program meets the requirements of this regulation. Date L� Si nature EXHIBIT "E" City of Tamarac Operating vehicle for the City of Tamarac Vehicle owned by the City of Tamarac Vehicle # Year Make Seats 818 2003 Ford E450 20 EXHIBIT "F" City of Tamarac Financial Assistance for Fiscal Year 2010 Community Bus Service Red Route ($15.00/Hour) Daily Funding Per Buses Service Route Span of Service Frequency Service Days Revenue Annual Funding Hours Hour 1 Mon -Wed -Fri Red 9:OOa4:55p 60 min 7.92 152 $15.00 18,057.60 Operating Funds for Red route 18,057.60 Community Bus Service Yellow Route ($15.00/Hour) Daily Funding Per Buses Service Route Span of Service Frequency Service Days Revenue Annual Funding Hours Hour 1 Tues-Thur Yellow 9:00a-4:55p 60 min 7.92 104 $15.00 12,355.20 $ Operating Funds for Yellow route 12,355.20 Total Annual Operating Funds 30,412.80 11110WARc GhIM� EXHIBIT " G I' °0 B&xARD OO gmco m TRANSPORTATION DEPARTMENT TRANSPORTATION DEPARTMENT OPERATORS' MINI BUS PRE -INSPECTION REPORT OPERATOR'S MINI BUS DEFECT REPORT NAME: DATE: NAApE• WE: BUS NO.: _ RUN NO.: �. BOB NO.: RUN NO.: MARK EACH DEFECT WITH AN X IN Box. IF BUS 0 OK, PUT AN X IN THE OK BOX. Eg L)THI R ITSUR EXADST SYS. ONM OUTSIDE ROOF HATCH ACCELLERAIM PEDAL DIRTY INSIDE GRAB RAIL IMSEM'S GRAFFITI STEPS.FAMAWAR PASSENGER SIGNAL HORN WHEELCUR LIFTNiWNP COMPART.DOORS NOTAIMOLES VISOR FLOOR MAT NO REGISTRATION NO ACC. PACKET NOTES: 702 NOW NO AIC AIR BAG USED NO DEFROSTER KNEELER JAMMED NO HEAT LEANS UR LOOSE Foot DAMAGE V ORN NOT REGISTERING PARKING FLATTRROW NO READOUT , NOISY LUG NUTS ffi AIR NO INTERLOCK HARD SHIFTWGI al PULLS UR NOISY SPEEDOMETER gQ 9 oZZ WONTTRANSMIf . NO REVERSE TEMPERATURE WORT RECEIVE SLIPPING VATS OTHER OIL LEAK HEADLKM 700 PAST WON'T SHR°T DOME TOO SLOW BROKEN MARKERISKNN WONT CLOSE OTHER FARE -BOX SENSITIVE ND1BE INOPERATIVE TAILJBRAKE TORN STREAKS TURN SKN, NO POWER CUT SEAT OASIWQARO OVERHEATS SEAT BELT INSIDE W40KNO PASSENW OUTSIDE LEFT HARD START WHEELCHAIR LOCK OUTSIDE RIGHT WATL'RVaL LEAKL�LHWFRONT' NOISYREAR' WON'T CYCLE s�E MARK EACH DEFECT WITH AN X IN BOX. O y IF BUS IS OK, PUT AN X IN THE OK BOX. R OTHER ITEMS E mm SYS. DIRTYOUTSIDE ROOF HATCH ACCELLERATOR PEDAL DIRTY I NiIDE GRAB RAA. INSECTS GRAFFITI STEPS-FRONTIREAR PASSENGER SIGNAL HORN W INELCHAIR LIFRRAIIP CONPARLDOORS NOTRIANGLES VISOR FLOOR MAT NO REGISTRATION NO ACC. PACKET NOTES: 702• CA% 9 d � LLJ 9!.W % Lai % �J7 he he�-q� LL Z *=M .J I.M.. EXHIBIT "G" page 2 EXHIBIT H BUSINESS ASSOCIATE ADDENDUM TO AGREEMENT BETWEEN BROWARD COUNTY, FLORIDA AND [INSERT COMPANY NAME HERE] FOR [INSERT AGREEMENT DESCRIPTION] This BUSINESS ASSOCIATE ADDENDUM amends the following Agreement by and between Broward County, Florida (hereinafter called "County"), and [INSERT COMPANY NAME HERE] (hereinafter called "Business Associate"), [INSERT COMPANY ADDRESS HERE], for [INSERT AGREEMENT DESCRIPTION HERE]: [Date of original contract and date of most recent amendment], [hereinafter the "Existing Agreement."] IN CONJUNCTION WITH the Existing Agreement, this Business Associate Addendum is made and entered into by and between the County and the Business Associate. WHEREAS, the County and the Business Associate have previously entered into an Agreement related to the operation of certain activities related to the provision of health care; WHEREAS, the operation of such programs is subject to the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA); WHEREAS, the requirements of HIPAA mandate that certain responsibilities of contractors with access to Protected Health Information as defined under HIPAA must be documented through a written agreement; WHEREAS, the County and the Business Associate desire to comply with the requirements of HIPAA and acknowledge respective responsibilities; NOW, THEREFORE, the parties enter into this Business Associate Addendum for the consideration set out below, all of which is deemed to be good and sufficient consideration in order to make this Business Associate Addendum a binding legal instrument. Section 1: Definitions. All terms used in this Addendum not otherwise defined shall have the meaning as those terms in 45 CFR 1 164 [hereinafter called, the "HIPAA Privacy Rule"], Section 2: Obligations and Activities of the Business Associate. 2.1 Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by this special agreement or as required by law. 2.2 Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as permitted or required by this Addendum or as required by law. 2.3 Business Associate agrees to mitigate, to the extent possible, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Addendum. 2.4 Business Associate agrees to report to the County any use or disclosure of the Protected Health Information not provided for by this Addendum of which it becomes aware. 2.5 Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from the County or created or received on behalf of the County by the Business Associate, agrees to the same restrictions and conditions that apply through this Addendum to the Business Associate with respect to such information. 2.6 Business Associate agrees to provide access to the County to all Protected Health Information in Designated Record Sets in a timely manner in order to meet the requirements under 45 CFR , 164.524. 2.7 Business Associate agrees to make any amendments to Protected Health Information in a Designated Record Set as directed or agreed to by the County pursuant to 45 CFR 164.526 in a timely manner. 2.8 Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from the County or created or received on behalf of the County available to the County or to the Secretary of Health and Human Services or designee within five business days for the purposes of determining the Business Associate's compliance with the Privacy Rule. 2.9 Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for the County to respond to an individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 1 164.528. 2.10 Business Associate agrees to provide the County, or an individual under procedures approved by the County, information and documentation collected in accordance with the preceding paragraph to respond to an individual requesting an accounting for disclosures as provided under 45 CFR 1 164.528. Section 3: Permitted Uses and Disclosures. 3.1 Except as otherwise limited in this Addendum, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, the County as specified in the Existing Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by the County or the minimum necessary policies and procedures of the County that are communicated to the Business Associate in writing. 3.2 Except as otherwise limited in this Addendum, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. 3.3 Except as otherwise limited in this Addendum, Business Associate may use Protected Health Information to provide Data Aggregation services to the County as permitted by 42 CFR 1 164.504 (e)(2)(i)(B). 3.4 Business Associate may use Protected Health Information to report violations of law to appropriate federal and state authorities, consistent with 42 CFR , 164.504 0)(1). Section 4: Obligations of the County. 4.1 The County shall notify Business Associate of any limitations in its notice of privacy practices in accordance with 45 CFR , 164.520, to the extent that such limitation may affect Business Associate's use of Protected Health Information. 4.2 The County shall notify Business Associate of any changes in, or revocation of, permission by an individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use of Protected Health Information. 4.3 The County shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information to which the County has agreed in accordance with 45 CFR 1 164.522, to the extent that such changes may affect Business Associate's use of Protected Health Information. 4.4 The County shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by the County. Section 5: Term. The term of this Addendum shall be effective upon execution by all parties, and shall terminate when all of the Protected Health Information provided by the County or contractors for the County, or created or received by the Business Associate on behalf of the County, is destroyed, turned over to the County, or turned over to Contractors designated by the County. Section 6: Amendment. The parties agree to take such action as is necessary to amend this Addendum from time to time as is necessary for the County to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Public Law No. 104-191. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.] BUSINESS ASSOCIATE ADDENDUM TO AGREEMENT BETWEEN BROWARD COUNTY, FLORIDA AND for WHEREAS, the parties have made and executed this Business Associate Addendum to Agreement between COUNTY and for , on the respective dates under each signature: Broward County through its County Administrator, authorized to execute same, and , duly authorized to execute same on behalf of WITNESSES: WITNESSES: e%^ 1 1 A ITV BROWARD COUNTY By: day Approved as to form by Office of County Attorney County Administrator 0111 (Date) Assistant County Attorney BUSINESS ASSOCIATE [INSERT NAME OF COMPANY] By: [TYPE NAME AND TITLE] Dated day of , 20_