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HomeMy WebLinkAboutResolution - 2003-R0367 - Contract For Transportation Management Services - Mcdonald Transit, Inc. - 09/04/2003 (2)Resolution No. 2003-RO367 September 4, 2003 Item No. 30 RESOLUTION 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 Contract for transportation management services, by and between the City of Lubbock and McDonald Transit Associates, Inc., and related documents. Said Contract is attached hereto, and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 4th ATTEST: Reb ca Garza, City Secretary day of September , 2003. APPROVED AS TO CONTENT: .a..ZL Craig Fa Managing Director of Planning and Transportation APPROVED AS TO FORM: ty Attorney JK/ke/Res-McDonaldTransit3 August 12, 2003 Resolution No. 2003—RO367 September 4, 2003 Item No. 30 TRANSPORTATION MANAGEMENT CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § THIS CONTRACT AND AGREEMENT, made and entered into on this, the 4th day of SePted3ex, 2003, by and between the City of Lubbock, a Home Rule Municipal Corporation, hereinafter called "City" and McDonald Transit Associates, Inc., a Texas corporation, herein called "McDonald". `1�'/_YYM*Is- tv 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 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, 2003, and ending on the last day of September, 2008. The City, may, however, at its sole discretion, terminate this agreement at any time during the above term upon ninety (90) days written notice. Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 1 HI The City agrees to pay McDonald as compensation for services rendered hereunder a monthly payment as follows: During the period from October 1, 2003, through September 30, 2004, the sum of Twelve Thousand Five Hundred Dollars ($12,500.00) per month. During the period from October 1, 2004, through September 30, 2005, the sum of Thirteen Thousand Two Hundred Dollars ($13,200.001 per month. During the period from October 1, 2005, through September 30, 2006, the sum of Fourteen Thousand One Hundred Dollars ($14,100.00) per month. During the period from October 1, 2006, through September 30, 2007, the sum of Fourteen Thousand Six Hundred Dollars ($14,600.00) per month. During the period from October 1, 2007, through September 30, 2008, the sum of Fifteen Thousand One Hundred Dollars ($15,100.00) per month. Payment of the monthly compensation as specified herein shall be made by the City on the 15`h day of the initial month of the contract and thereafter on the 15th day of each succeeding month during the term hereof. For consulting and advisory services outside the scope of the work of this agreement, and during the effective term of this agreement, McDonald will be compensated at seventy-five percent (75%) of its then current consulting billing rates, and reimbursed for actual out-of-pocket expenses, with all such services to be specifically requested and approved in advance by the City and subject to prior agreement as to cost limitations. 1W 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, 2003, Mr. John L. Wilson, shall continue to serve in said position. Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 2 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 may continue, or to replace such individual, if necessary, all subject to the advice and consent of the City. 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. McDonald agrees to cause a corporation to be established with the name of City Transit Management Company, Inc. McDonald will cause the corporation to employ all personnel necessary for the operation of the transit system. City of Lubbock hereby designates City Transit Management Company, Inc. as its agent to provide employee support services as set forth in this agreement. VI. 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. VII. 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 directed by the City. 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 Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 3 systems in conformity with the requirements of the City, and at the direction of the City shall render to the City such full and complete monthly or other operating reports and financial statements as shall be required by the City. VIII. 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: Compliance with all environmental laws applicable to operation of the transportation system/facilities 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 CTM employees Preparation of annual budget for CTM Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 4 Preparation of agenda folders and back-up information for all Transit Advisory Board meetings Preparation of agenda items and back-up information of CTM related items for City Council Meetings 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. I" 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 the amount of no less than Two Hundred Fifty Thousand Dollars ($250,000.00). McDonald, as part of the operating 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 employee of CTM. Coverage of each such employee shall be in the amount of no less than Two Hundred Fifty Thousand Dollars ($250,000.00). X. 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 the 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 IX, and the cost of advisory services described in Section VIII. XI. A. McDonald shall procure and carry throughout the life of this contract insurance protection hereinafter specified, in form and substance satisfactory to the City, covering all operations in connection with this contract, whether performed by McDonald, subcontractor, agents, or third parties. A Certificate of Insurance specifying each and all coverage shall be Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 5 submitted to City prior to the execution of this contract. Certificates of insurance shall be prepared and executed by the company or its authorized agent and shall contain provisions representing and warranting that the insurance forms have been approved by the Texas State Board of Insurance. Proof of coverage shall be furnished to the City and written notice of cancellation or any material change shall be provided thirty (30) days in advance of cancellation or change. (a) Professional Liability Insurance. McDonald shall at its sole cost and expense furnish to the City of Lubbock professional liability insurance with a minimum of one million dollars ($1,000,000.00) combined single limit in the aggregate and per occurrence. The policy shall contain cross liability and severability clauses. The City shall be named as a certificate holder in such policy. (b) 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 the amount of no less than Two Hundred Fifty Thousand Dollars ($250,000.00). McDonald shall require each subcontractor with whom it contracts to provide activities as contemplated by this Contract, to obtain proof of insurance coverage as set forth herein, and to provide to McDonald, prior to such person performing any such activities, a Certificate of Insurance establishing such coverage. B. CTM shall procure and carry throughout the life of this contract insurance protection hereinafter specified, in form and substance satisfactory to the City, covering all operations in connection with this contract, whether performed by CTM, subcontractor, agents, or third parties. The cost of carrying such insurance shall be an operating expense payable by the City to CTM. Proof of coverage shall be furnished to the City and written notice of cancellation or any material change shall be provided thirty (30) days in advance of cancellation or change. All policies shall contain an agreement on the part of the insurer waiving the right of subrogation against the City. (a) Liability Insurance. CTM shall have liability insurance endorsed to include general liability, public liability, automobile liability and employment liability with a minimum of five million dollars ($5,000,000.00) combined single limit in the aggregate and per occurrence. The City shall be named as the additional insured in such policy. (b) Worker's Compensation and Employer's Liability Insurance. City of Lubbock requires CTM to provide worker's compensation coverage to the employees of City Transit Management Company, Inc., pursuant to Chapter 504 of the Texas Labor Code. Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 6 McDonald shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, McDonald shall maintain said coverage throughout the term of the Contract and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that McDonald maintains said coverage. Any termination of worker's compensation insurance coverage by McDonald or any cancellation or non -renewal of worker's compensation insurance coverage for McDonald shall be a material breach of this Contract. CTM shall require each subcontractor with whom it contracts to provide activities as contemplated by this Contract, to obtain proof of insurance coverage as set forth herein, and to provide to CTM, prior to such person performing any such activities, a Certificate of Insurance establishing such coverage. McDonald agrees to exercise due diligence in maintaining all facilities, structures, fuel line and tanks provided for use in the daily operation of the transit system. McDonald agrees to be responsible for all regulatory filings and reports required by the local, state or federal government for the operation of said facilities. The above -mentioned coverage's may be modified at the request of the City of Lubbock on 30 days notice. ME Whatever liability, including, but not limited to employment related matters, personal injury, or property damage, may be incurred by McDonald, or any of its officer, 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, director, or employee of McDonald and for any breach of this contract on the part of McDonald. XIII. 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. Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 7 XIV. 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. XV. 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. MI 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. ►NAIIIN This contract and agreement shall not be assigned or transferred by McDonald without the prior written consent of the City. XVIII. 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. MCA 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 federal, state, or local laws, regulations and ordinances which may apply in carrying out the accomplishment of the programs. These shall include all certifications required through the Federal Transit Administration standard assurances contract provisions. Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 8 IN WITNESS WHEREOF, the parties hereto have executed this contract and agreement on the 4th day of September , 2003. CITY OF LUBB McDOUPAL, MAYOR ATTEST: Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: 1 Craig Farmer Managing Director of Planning & Transportation n Knigh ssista t City Attorney Cityatt/John/Contracts/McDonald Transit3 Aug. 19, 2003 MCDONLAD TRANSIT "HeilAcre7ary Transportation Management Services Contract City of Lubbock & McDonald Transit and Associates Page 9