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HomeMy WebLinkAboutResolution - 4174 - Contract - Mcdonald Transit Associates Inc - Transportation Management Services - 06_10_1993Resolution No. 4174 June 10, 1993 Item #32 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Transportation Management Contract by and between the City of Lubbock and McDonald Transit Associates, Inc., attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this ATTEST: ett o n on, City Secretary APPROVED AS TO CONTENT: L rry Ho Director o Transp rtati APPROVED AS TO FORM: Harold Willard, Assistant City Attorney HW:js/McDONALD.RES D2-Agenda/June 2, 1993 TRANSPORTATION MANAGEMENT CONTRACT STATE OF TEXAS COUNTY OF LUBBOCK KNOW ALL MEN BY THESE PRESENTS: THIS CONTRACT AND AGREEMENT, made and entered into on this, the loth day of June, 1993, by and between the City of Lubbock, a Home Rule Municipal Corporation of the State of Texas, hereinafter called "the City", and McDonald Transit Associates, Inc., a Texas corporation, hereinafter called "McDonald". WITNESSETH: WHEREAS, the City has determined that it will require the services of a professional management company for the transportation system owned, operated and administered by the City, and WHEREAS, the City is authorized to enter into a contract for management and advisory services relating to said transportation system, and WHEREAS, McDonald is desirous of providing such management and advisory services, and is qualified to do so, and WHEREAS, the City has selected McDonald to provide such services, NOW, THEREFORE, the parties hereto do covenant and agree as follows: I. The City does hereby engage and retain McDonald to provide management and advisory services for the public transportation system of the City on the terms and conditions hereinafter set forth. II. The term of this contract and agreement shall be for a period of five years, beginning on the first day of October, 1993, and ending on the last day of September, 1998. The City may, however, at its sole discretion, terminate this agreement at any time during the above term upon sixty (60) days written notice for cause, including a determination by the Lubbock City Council that public transit service cannot be continued because of lack of funding. Transportation Management Contract Page 1 The City agrees to pay McDonald as compensation for services rendered hereunder a monthly payment as follows: During the period from October 1, 1993, through September 30, 1994, the sum of Eight Thousand Four Hundred and Fifty dollars ($8,450) per month. During the period from October 1, 1994, through September 30, 1995, the sum of Eight Thousand Eight Hundred and Seventy-five dollars ($8,875) per month. During the period from October 1, 1995, through September 30, 1996, the sum of Nine Thousand Three Hundred and Twenty dollars ($9,320) per month. During the period from October 1, 1996, through September 30, 1997, the sum of Nine Thousand Seven Hundred and Eighty-five dollars ($9,785) per month. During the period from October 1, 1997 through September 30, 1998, the sum of Ten Thousand Two Hundred and Seventy-five dollars ($10,275) per month. Payment of the monthly compensation as specified herein shall be made by the City on the 15th day of the initial month of the contract and thereafter on the 15th day of each succeeding month during the term hereof. IV. McDonald agrees to furnish a qualified, diligent, expert and efficient executive who will reside in the City's service area and who will be assigned to, and perform the functions of, the position of General Manager, and will serve as operating officer and be responsible for day-to-day operation of all departments of the system in an efficient and effective manner. The selection and appointment of such General Manager, and any such subsequent appointees, shall be the responsibility of McDonald, but shall not be made without first obtaining the advice and consent of the City. The City and McDonald have agreed that the General Manager serving under the terms of the contract which expires September 30, 1993, Mr. John L. Wilson, shall continue to serve in said position. In the event of the disability of Mr. Wilson, or any person acting in the position of General Manager, McDonald covenants and agrees to secure a qualified individual to fill said position for as long as such disability many continue, or to replace such individual, if necessary, all subject to the advice and consent of the City. Transportation Management Contract Page 2 V. McDonald covenants and agrees to maintain at its sole cost and expense the Texas corporation, City Transit Management Company, Inc., d/b/a CITIBUS, hereinafter referred to as "CTM", which shall be the employer of all employees necessary for the operation of the system. Any contractual obligations entered into or assumed by CTM and approved by the City in connection with the operation of the transit system shall be binding upon McDonald only for the term of this agreement, as same may be extended, and in the event this agreement is terminated or expires, the City shall thenceforth assume all future obligations under said contracts either on behalf of itself or any successors to CTM. The City agrees to indemnify CTM and McDonald and hold them harmless from all contractual obligations arising out of the operation of the transit system with the exception of the fidelity bond for McDonald personnel, and those exceptions set forth in Section XIII hereof. VI. McDonald agrees to provide sufficient working funds to pay all payroll and operating expenses of the transit system prior to reimbursement from the City each month. The City agrees to pay McDonald interest on the amount utilized as working funds. That interest percentage shall be computed quarterly and shall be the prime rate charged by a Lubbock bank chosen by McDonald, less two percent (2%). The City further agrees that in the event of termination of this agreement for whatever reason, it will repay McDonald within thirty (30) days, any working funds advanced by McDonald, but not already repaid by the City, plus the accrued interest from date of last interest payment through date of final repayment. VII. McDonald shall permit the authorized representatives of the City to inspect and audit all data and records of McDonald relating to its performance under this agreement. To the extent that Federal or State funds are involved, the right to inspection and audit shall extend to authorized representatives of the United States Department of Transportation, the Comptroller General of the United States and the State of Texas. VIII. Revenues derived from the operation of any or all of the Lubbock transit system or systems managed by McDonald, whether from passengers or from other sources, shall be and remain from the initial receipt thereof, the absolute property of the City and the treatment of such revenues, including the banking thereof, and the accounting therefore, shall be as directed by the City. Transportation Management Contract Page 3 McDonald on behalf of the City shall receive, collect and deposit all of the aforesaid revenues collected from its operations in the manner directed by the City, and McDonald shall keep and maintain the books and records reflecting the operation of any or all of the transit systems in conformity with the requirements of the City, and at the direction of the City shall render to the City such full and compete monthly or other operating reports and financial statements as shall be required by the City. IX. McDonald further covenants and agrees to furnish expert advisory services and/or consultation. Specific responsibilities of McDonald and the General Manager will include the following: Overall management and policy recommendations Management continuity Management personnel development and training, and recruitment as necessary Monitoring and evaluation of all operations, systems and procedures Operations Finance, accounting and budgeting Safety, loss prevention, and insurance Schedules, transportation and routing Maintenance and purchasing of equipment Customer relations and promotion Preparation and administration of State and Federal grants Administration of service contracts Employee relations Selection and training of all CITIBUS employees All such services rendered by McDonald shall be subject to the reasonable supervision and control of the City. McDonald shall make recommendations as to any areas of operation which are deemed appropriate and proper, and the decision of the City shall be binding and final in regards thereto. Transportation Management Contract Page 4 X. McDonald at its sole cost and expense shall furnish to the City all necessary fidelity and surety bonds to protect, save whole and harmless, and indemnify the City from and against dishonesty, fraud or theft occasioned by any officer or employee of McDonald. Coverage of each such employee shall be in an amount of not less than Fifty Thousand Dollars ($50,000). CITIBUS employees will be covered by a blanket fidelity bond, the premium for which shall be considered as an operating expense. XI. The City agrees to furnish all necessary offices, office furniture, equipment, materials, fuels, supplies, rolling stock, bus maintenance and storage facilities and equipment, and automobile transportation which may be reasonably required for operation of the transportation system. To the extent funds have been allocated for such purposes in the City's Annual Budget, the City further agrees to reimburse to CTM such funds as may be necessary to meet payroll and all other expenses of the operation of the bus transportation system, including any legal fees directly related, excluding the cost of the fidelity bond on McDonald officers and employees described in Section X, and the cost of advisory services described in Section IX. XII. CTM shall maintain during the life of this contract such public liability and property damage insurance as shall protect itself, McDonald and the City, as additional insureds, from claims for damages for personal injuries, including death, as well as from claims for property damages which may arise from operations or the performance of the work and services contemplated hereunder. The cost of carrying such insurance or self-insurance of any primary risk shall be an operating expense payable by the City to CTM. XIII. Whatever liability, including but not limited to employment related matters, personal injury, or property damage, may be incurred by McDonald, or any of its officers, directors, or employees, to third parties in connection with or arising out of the operations of the transportation system, and the costs, expenses and attorneys' fees thereof, including any and all liability of McDonald, its agents, servants or employees, shall be part of the costs and expenses incurred by the City in the operation of the transportation system if not otherwise covered by insurance or if in excess of insured amounts. McDonald will, however, be liable for any dishonesty or fraudulent misconduct committed or directed by any officer of McDonald and for any breach of this contract on the part of McDonald. Transportation Management Contract Page 5 XIV. McDonald shall not be liable to the City and the City shall not be liable to McDonald for any failure, delay or interruption of service, nor for failure or delay in performance of any obligations under this agreement due to strikes, lockouts, acts of God, governmental restrictions, availability of fuel and supplies, enemy action, civil commotion, unavoidable casualty or similar acts beyond the control of McDonald. McDonald covenants and agrees that it presently has no interest, and will not acquire any interest, direct or indirect, which conflicts with its efficient, diligent and faithful performance of the terms of this contract and agreement. XVI. No member of, or delegate to, the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising therefrom. XVII. No member, officer, or employee of the City, or of a local public body during his or her tenure or one year thereafter, will have any personal pecuniary interest in this management agreement or the proceeds thereof. XVIII. This contract and agreement shall not be assigned or transferred by McDonald without the prior written consent of the City. XIX. McDonald covenants and agrees that in connection with the performance of this contract and agreement, it will not discriminate against any individual with respect to compensation, terms or privileges of employment by reason of such individual's race, color, religion, sex, age, disability, or national origin. E" McDonald hereby acknowledges and agrees that it shall comply with all terms and conditions of Federal Transit Administration grant contracts between the United States and the City of Lubbock, the City of Lubbock's applications, assurances, and all other applicable laws and regulations which may apply in carrying out the accomplishment of the programs. Transportation Management Contract Page 6 IN WITNESS WHEREOF, the parties hereto have executed this contract and agreement on the 10th _day of June, 1993 A.D. as of the date and year aforesaid. McDONALD SIT ASSOCIATES, INC. uis L. il, e i ent 'ATTEST: Karen pla , ecretary ATTEST: &tt-- A cjlb-� etty ohns n, City Secretary APPROVED AS TO CONTENT: J/ /'W . Larry V offman Directo of Transportation APPROVED AS TO FORM: Harold Willard, Assistant City Attorney Transportation Management Contract Page 7