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HomeMy WebLinkAbout2114 GEST ContrtactBILL NO.2025-076 ORDINANCE NO. AN ORDINANCE APPROVING A COMMUNITY TRANSPORTATION SERVICE CONTRACT WITH GEST MISSOURI HOLDINGS, LLC BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 — APPROVAL OF AGREEMENT. That the Riverside Board of Aldermen hereby approves the Community Transportation Service Contract by and between the City and GEST Missouri Holdings, LLC, in substantially the form attached hereto, and the Mayor or City Administrator is authorized to execute the Agreement on behalf of the City. SECTION 2 — GRANT OF FURTHER AUTHORITY. The Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. SECTION 3 — EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. BE IT REMEMBERED that the above was read two times by heading only, PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside this 23rd day of September, 2025. Ma) -or Kathleen L. Rose ATTEST: Sarah Wagner, Deput } COMMUNITY TRANSPORTATION SERVICE CONTRACT -` This Contract is entered into this day of 2025, by and between the GEST MISSOURI HOLDINGS, LLC (hereinafter referred to as "GEST"), and the CITY OF RIVERSIDE, MISSOURI, a municipal corporation (hereinafter referred to as "CITY"). GEST and the CITY may sometimes be referred to in this Contract individually as a "Party" or collectively as the "Parties." WITNESSETH: WHEREAS, a sound, efficient and viable transportation system is essential to the CITY; WHEREAS. GEST is a private entity authorized to plan, own, and operate transportation systems in the CITY and surrounding areas; WHEREAS, the CITY desires to promote the convenience, comfort, prosperity, and general interests of its citizens; and WHEREAS, the CITY desires to engage GEST to provide transportation services as described herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: 1. Service Provision GEST shalt provide transportation services as set forth in Attachment A- Scope of Services, for the period beginning November 1, 2025 and ending November 30, 2025. 2. General Provisions: a. The Parties do not intend to confer any benefit hereunder on any person, firm, or entity other than the Parties hereto. b. This Contract shall bind and inure to the benefit of the legal representatives, successors and permitted assigns of the Parties. c. This Contract may be executed at different times and in two or more counterparts and all the counterparts so executed shall for all purposes constitute one contract, binding on all the Parties hereto, notwithstanding that all Parties shall not have executed the same counterpart. And, in proving this Contract, it shall not be necessary to produce or account for more than one such counterpart executed by the Party against whom enforcement is sought. d. Notwithstanding any provision contained in this Contract to the contrary, this Contract shall become effective only after the execution and delivery of this Contract by each of the Parties hereto and no course of conduct, oral contract or written memoranda shall bind the Parties hereto with respect to the subject matter hereof except this Contract. e. Each Party agrees to take such further actions and to execute such additional documents or instruments as may be reasonably requested by the other Party to carry out the purpose and intent of this Contract. Except where expressly stated to be in a Party's sole discretion, or where it is stated that a Party has the ability to act in its sole judgement or for its own uses or purposes, wherever it is provided or contemplated in this Contract that a Party must give consent or approval to actions or interactions by the other Party or a 3rd party in connection with the transactions contemplated hereby, such consent or approval will not be unreasonably withheld or delayed. If no time period is set hereunder for a Party to approve or give consent to an action or inaction by the other Party or a 3rd party, such approval shall be given or affirmativelywithheld within ten (10) business days after it is requested in writing. f. In addition to any provisions expressly stated to survive termination of this Contract, all provisions which by their terms provide for or contemplate obligations or duties of a Party which are to extend beyond such termination (and the corresponding rights of the other Party to enforce or receive the benefit thereof) shall survive termination. g. Any person executing this Contract in a representative capacity represents and warrants that such person has the authority to do so and, upon request, will furnish proof of such authority in customary form. 3. Service Adjustments The level of service as outlined in Attachment A may not be reduced or modified without the mutual consent of both Parties. The Parties acknowledge that requests for service increases may result in negotiations for revised pricing and contract terms based on current market rates. The Parties further acknowledge that the level of service for the initial term of the Contract and up to two (2) automatic renewals (totaling ninety (90) days) will be fluid in order to provide an opportunity for the Parties to better fine tune the level of service for future renewals of the Contract. Statutory Authority This Agreement is entered into pursuant to the authority granted by Section 70.220 of the Revised Statutes of Missouri, as amended, which permits municipalities and political subdivisions to contract and cooperate with one another for the performance of any service, activity, or undertaking that each is authorized by law to perform individually. Each Party represents and warrants that this Agreement has been duly authorized by ordinance, resolution, or other proper official action of its governing body, and that the execution of this Agreement is within the scope of its lawful powers. 4. Payment Terms The Parties agree to the following cost structure: a. Per -Trip Fee Trips falling within the scope of services described in Attachment A will include a shared cost structure of $3 per ride for the primary passenger. b. Monthly Billing The CITY will pay GEST for the provision of the services described in Attachment A on or before the 1 st day of each month. The price for the services is a flat rate of per month thereafter. GEST will invoice the CITY on the 15th day of the preceding month. The CITY shall remit payment on or before the 1 st day of the month of service being delivered. 5. Termination a. Termination for Convenience Following the initial term ending November 30, 2025, this Contract shall automatically renew on a month -to -month basis for up to two months. If this Contract is renewed for two consecutive months following the initial term, the Contract will be automatically renewed for nine (9) additional months. At the one- year mark of this Contract, November 1, 2026, this Contract shall be renewable for up to two six (6) month periods. At any point either party may terminate this Contract with or without cause upon thirty (30) days' written notice. GEST shall be entitled to payment for services rendered up to the effective date of termination. b. Termination for Default In the event of material non-performance, including failure to deliver services or remit payment, either Party may terminate this Contract by providing written notice specifying the nature of the default. The defaulting Party shall have sixty (60) days to cure the breach before termination becomes effective. 6. Assignment GEST shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the CITY thereto, provided, however, that claims for money due or to become due to the GEST from the CITY under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Any such assignment is expressly subject to all rights and remedies of the CITY under this Contract, including the right to modify services from the Contract or to terminate the same as provided herein, and no such assignment shall require the CITY to give any notice to any such assignee of any actions which the CITY may take under this Contract. 7. Independent Contractor In performance of the services under this Contract, GEST shall act solely as an independent contractor, and nothing contained or implied in this Contract shall at anytime be so construed as to create the relationship of employer and employee, partnership, principal and agent, or joint venturers as among the CITY and GEST. 8. Subcontractors GEST shall not subcontract any of the services described in Attachment A without the prior written consent of the CITY. GEST shall be as fully responsible to the City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as GEST is for the acts and omissions of persons it directly employs. GEST shall cause appropriate provisions to be inserted in all subcontracts relating to the provision of the services, to bind all subcontractors to GEST by all the terms herein set forth, and insofar as applicable to the work of subcontractors and to give GEST the same power regarding termination of any subcontract as the City may exercise over GEST under any provisions of this Contract. Nothing contained in this Contract shall create any contractual relation between the subcontractor and the City or between any subcontractors. 9. Authorized Employees GEST acknowledges that Section 285.530, RSMo, prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the State of Missouri. GEST therefore covenants that it will not knowingly in violation of Section 285.530, RSMo, employ, hire for employment, or continue to employ any unauthorized aliens to perform the services related to this Contract, and that its employees are lawfully authorized to work in the United States. GEST shall, by a sworn affidavit in substantially a form provided by the CITY, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the services. 10. Liability and Indemnification GEST shall indemnify, defend and hold harmless the CITY and its officials, officers, employees and agents, from and against all liability, suits, actions, proceedings, judgments, claims, losses, damages, and injuries (including attorneys' fees and other expenses of litigation, arbitration, mediation or appeal), which in whole or in part arise out of or have been connected with GEST's negligence, error, omission, recklessness, or wrongful or criminal conduct in the performance of the services pursuant to this Contract, including performance by GEST's employees and agents, except to the extent that such claims arise from the negligence or willful misconduct of the CITY or its officials, officers, employees and agents. 11. Insurance a. GEST shall file (by the Effective Date) with the CITY evidence of liability insurance that is consistent with the amounts set forth below and shall maintain such insurance until this Contract is terminated. b. Limits and Coverage. 1. Commercial General Liability Insurance_ Commercial general liability coverage in an aggregate amount of not less than $3,448,710 for all claims arising out of a single accident or occurrence and $1,000,000 for any one person in a single accident or occurrence, but in no event Less than the individual and combined sovereign immunity limits established by § 537.610 RSMo., or its successor, for political subdivisions; provided that nothing herein shall be deemed to waive the CITY's sovereign immunity. The following endorsements shall attach to the policy: (i) The policy shall cover personal injury as well as bodily injury. (ii) The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier's standard endorsement as to bodily injuries, personal injuries and property damage. (iii) Broad form property damage liability shall be afforded. (iv) The CITY shall be listed as an additional insured. c. Workers' Compensation Insurance: GEST shall obtain and maintain workers' compensation insurance for a limit of $500,000 for all of their respective employees, and in case any work is sublet, GEST shall require any subcontractors to provide workers' compensation insurance for all subcontractors' employees, in compliance with Missouri law. GEST hereby indemnifies the CITY for any damage resulting to it from failure of either the GEST or any subcontractor to obtain and maintain such insurance. d. Commercial Automobile Liability Insurance: GEST shall obtain and keep in force commercial automobile liability insurance with a minimum bodily injury and property damage combined single limit per occurrence of $1,000,000, covering scheduled automobiles. The insurance will be written on a Commercial Business Auto form, or an acceptable equivalent, and will protect against claims arising out of the operation of motor vehicles, as to acts done in connection with this Contract, by GEST or a subcontractor. The minimum limits for commercial automobile liability insurance may be satisfied by maintaining excess/umbrella liability coverage in an amount sufficient to meet the minimum limits. 12. Compliance with Laws GEST shall comply with all federal, state or local laws, ordinances, rules, regulations and administrative orders, including but not limited to Wage, Labor, Unauthorized Aliens, EEO, and OSHA -type requirements, which are applicable to GEST's performance under the Contract. GEST shall indemnify and hold harmless the CITY on account of any violations thereof relating to GEST's performance under this Contract, including imposition of fines and penalties which result from the violation of such laws. 13. Governing Law This Contract shall be governed by the laws of the State of Missouri, and any legal action shall be brought in the Circuit Court of Platte County, Missouri. 14. Notices All notices under this Contract shall be delivered to the following: If to GEST: Patrick Dye, CEO GEST Missouri Holdings, LLC 344 Gest Street, Suite E Cincinnati OH, 45203 If to CITY: City of Riverside, Missouri Attn: City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 15. Entire Agreement This Contract supersedes any and all agreements, either oral or written, among the Parties hereto and contains all of the covenants and agreements among the Parties hereto with respect to the provision of the services described in Attachment A. Each Party hereto acknowledges that no representations, inducements, promises, or agreements, either orally or written, have been made by any Party or anyone acting on behalf of any Party, which are not embodied in this Contract. No other agreement, statement, or promise other than those contained herein shall be valid or binding upon the Parties hereto. IN WITNESS WHEREOF, the Parties have executed this Contract as of the date first written above. GEST Missouri Holdings, LLC By: - Name: Patrick Dye Title: CEO City of Riverside, Missouri By: Name: rian Koral Title: Cif ministra Adtor Attachments: • Attachment A: Scope of Services ATTACHMENT "A" SCOPE OF SERVICES GEST will provide daily demand -responsive door to door transportation services from 7 am — 9 pm Monday through Friday and 10 am — 9 pm Saturday and Sunday. The service provided will include a shared cost structure of $3 per ride for the primary passenger. The service area will include transportation within the City of Riverside, a participating partner city (to be determined as enrollment expands), to the nearest bus stop, or to any healthcare facility or medical office located within North Kansas City, Parkville, Liberty, Riverside, or any portion of Kansas City, Missouri located within Clay or Platte Counties. The service area, hours of operation, and fee structure may be modified upon mutual agreement by both Parties. GEST will not expand its daily demand -responsive door to door transportation services outside of Clay County, Missouri and Platte County, Missouri until at the earliest January 1, 2026.