HomeMy WebLinkAboutResolution - 2023-R0444 - Transit System Management Contract, RATP Dev USA, Inc - 09/12/2023Resolution No. 2023-R0444
Item No. 5.39
September 12, 2023
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL O�' THE CITY O�' LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute
for and on behalf of the City of Lubbock, a Transit System Management Contract to manage
and operate the transportation system owned by the City, by and between the City of Lubbock
and RATP Dev USA, 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 on September 12, 2023
ATTEST:
Courtney Paz, City Secretary
I:��7Z�li]�7i7:R�C11 iZ�Z��1�
�
W��,t/�`
Bi�l Howerton, Deputy City Manager
City Attorney
ccdocs IIlRES.Contract-RATP Dev USA, Inc.
June 28, 2023
DocuSign Envelope ID: A71C7A27-964C-4CD2-A749-D0786A4F1664
Resolution No. 2023-R0444
TRANSIT SYSTEM MANAGEMENT CONTRACT
STATE OF TEXAS §
COUNTY OF LUBBOCK §
THIS CONTRACT AND AGREEMENT (the "Agreement" or "Contract"), made and entered into
on this, the _th day of August, 20_, by and between the City of Lubbock, a Hoine Rule Municipal
Corporation, hereinafter called "City" and RATP Dev USA, Inc., a Texas corporation, herein
called "RATP Dev" or "Contractor".
WITNESSETH:
WHEREAS, the City has determined that it requires the services of a professional
management company to manage and operate the transportation system owned 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, RATP Dev is desirous of providing such management and advisory
services, and is qualified to do so, and
WHEREAS, the City has selected RATP Dev to provide such services,
NOW, THEREFORE, the parties hereto do covenant and agree as follows:
1. EMPLOYMENT AND ACCEPTANCE
The City hereby engages RATP Dev as an independent contractor to manage the operation
of the public transit system in the City's service area, including additions to and extensions thereof,
(the "Transit System"), as provided herein. RATP Dev agrees to provide management and advisory
services for the public transportation on the terms and conditions hereinafter set forth.
2. CITY TRANSIT MANAGEMENT COMPANY
RATP Dev covenants and agrees to cause to be established, and to maintain at its sole cost
and expense, a Texas corporation named City Transit Management Company, Inc., d/b/a
CITIBUS, hereinafter referred to as "CTM", which shall employee all personnel necessary for the
operation of the transit system.
Transit System Management Contract
17282
Page 1
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
Any contractual obligations entered into or assuined by CTM and approved by the City in
connection with the operation of the transit system shall be binding upon RATP Dev 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.
3. SCOPE OF SERVICES
RATP Dev shall furnish management services as reasonably required by the City and
necessary for the effcient operation of the Transit System under policies, standards, and
procedures established by RATP Dev and within the scope of RATP Dev's proposal submitted on
May 25, 2023 in response to City's RFP 23-17282 , the terms and conditions of which RFP are
hereby incorporated fully by reference as through restated herein; in the event of a material conflict
with any terin or condition of this Agreement, � Agreement shall control. The management to
be furnished includes, but shall not be limited to, assisting the City in carrying out the functions of
transit planning, marketing, equipment and building utilization and maintenance, security, routes,
scheduling, fares, service standards, accounting, budgeting, safety, insurance and claims
administration, employee selection and training, public relations, equipment selection, grant
applications, and all other normal managerial functions reasonably required in the day-to-day
operation of the Transit System.
Specific responsibilities of RATP Dev and the General Manager shall include management
of the following:
Public transportation consultation and recommendations to the City, through the
Lubbock Public Transit Advisory Board.
Coinpliance 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 operations, systems and procedures.
Operations.
Finance, accounting, and budgeting.
Transit System Management Contract
17282
Page 2
DocuSign Envelope ID: A71C7A27-964C-4CD2-A749-D0786A4F1664
Safety, loss prevention, and insurance.
Preparation of an annual budget for CTM.
Schedules, transportation, and routing.
Maintenance of equipment.
Customer relations and promotion.
Preparation of state and federal grant applications and administration of those
grants.
Administration of service contracts.
Employee relations.
Selection and training of CTM employees.
Preparing agenda folders and back-up inforination of CTM related items for
Transit Advisory Board meetings.
Preparing agenda items and back-up information of CTM related items for City
Council meetings.
RATP Dev shall provide each month to the Lubbock Public Transit Advisory Board and
to the Assistant City Manager of Transportation an extensive detailed report that includes monthly
totals for passenger revenue, number of passengers, operating cost, operating hours, vehicle miles
traveled, fleet report, fixed route comparisons, reports described in Section 11, and other related
transit information.
The City inay, froin time to time, request RATP Dev perform specific transportation related
studies or projections beyond the responsibilities set forth above.
All such services rendered by RATP Dev shall be subject to all applicable federal, state,
and local laws, rules, and regulations.
4. COMMENCEMENT AND TERM
The Effective Date of this Agreement is the first day of October 2023, regardless of the
date of prior execution, and the Agreement shall continue from the Effective Date for a term of
five years from the Effective Date, with an option by City to renew for up to two additional five-
year terms, unless either party gives the other party sixty (60) days written notice before expiration
of the original or subsequent terms, of such party's desire to terminate the contract as set forth in
Section 22.
Transit System Management Contract
17282
Page 3
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
5. RATP Dev PERSONNEL
RATP Dev agrees to furnish a qualifed, diligent, expert and efficient executive who shall
be assigned to, and perform the functions of, the position of General Manager, and will serve as
operating offcer responsible for the day-to-day operation of all departments of the system. The
General Manager shall reside in the City's service area. Management of the Transit System shall
be the exclusive full-time job of the General Manager.
The selection and appointment of such General Manager, and any such subsequent
appointees, shall be the responsibility of RATP Dev but shall not be made without first obtaining
the advice and consent of the City Manager.
6. ADVISORY AND TECHNICAL ASSISTANCE
RATP Dev agrees to furnish advisory and technical assistance, at the Transit System or
elsewhere, as may be reasonably required to assist the General Manager in the management of the
Transit System at no additional cost. Such advisory and technical assistance shall include, but will
not be limited to, those relating to the managerial functions identified in Section 3.
7. COMPENSATION
RATP Dev's management fee for the services to be rendered pursuant to this Agreement
for each year of the contract shall be as follows:
For the initial five-year term:
FY 2024 $22,030 per month or $264,360 annually
FY 2025 $23,069 per month or $276,827 annually
FY 2026 $24,160 per month or $289,915 annually
FY 2027 $25,304 per month or $303,654 annually
FY 2028 $26,506 per month or $318,077 annually
For the first five-year option:
FY 2029 $27,316 per month or $327,792 annually
FY 2030 $28,152 per month or $337,827 annually
FY 2031 $29,016 per month or $348,192 annually
FY 2032 $29,908 per month or $358,899 annually
FY 2033 $30,830 per month or $369,959 annually
For the second five-year option:
FY 2034 $31,780 per month or $381,363 annually
FY 2035 $32,764 per month or $393,168 annually
FY 2036 $33,780 per month or $405,364 annually
FY 2037 $34,830 per month or $417,965 annually
FY 2038 $35,915 per month or $430,986 annually
Transit System Management Contract
17282
Page 4
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
Payment shall be made by the City to RATP Dev on or before the 15th day of each inonth
for that month's management fee on a pro rata basis of the annual fee. In the event this Agreement
becomes effective or terminates during a calendar month, the fee due RATP Dev shall be prorated
on a daily basis.
8. WORK FUNDS
The City shall provide the Transit System with adequate working funds which shall be
deposited in a"Regular Operating Checking Account," "Other Special Accounts as Needed," and
a"Payroll Account" and which shall be used to pay all payroll, fringe and pension benefit expenses
and all other "operating expenses" of the Transit System under procedures and controls adopted
by the City. The ownership of said funds will remain with the City.
As used herein, the term "operating expenses" of the Transit System shall mean and
include, but not be limited to, all wages, fringe benefits, and pension benefits of all personnel
(excluding the RATP Dev Management Team for the Transit System), all applicable payroll and
social security taxes in connection with the operation of the Transit System, all rentals, utilities,
insurance premiuins, deductibles, and claims costs, cost of fuel, supplies and parts, repairs
pertaining to the operation of the Transit System. All operating expenses shall be an obligation of,
and paid by, the City.
Transit System Management Contract
17282
Page 5
DocuSign Envelope ID: A71C7A27-964C-4CD2-A749-D0786A4F1664
9. EQUIPMENT, FACILITIES AND SERVICES
The City shall furnish necessary offce space, utilities, furniture, equipment, supplies,
materials, communication services, legal services, and postage as may be reasonably necessary for
the management of the Transit System.
To the extent funds have been allocated for such purposes in the City's Annual Budget, the
City further agrees to reimburse CTM for all expenses so eligible under this Agreement.
10. EMPLOYER STATUS
CTM shall be the employer and assume the employment of all employees and all labor and
other contractual obligations necessary for the operation of the Transit System. No employees of
CTM or RATP Dev shall be considered employees of City for any purpose.
11. FINANCIAL ACCOUNTING AND REPORTING
Revenues derived from the operation of the Transit System, whether from passengers or
from other sources, shall be and remain from the initial receipt thereof, the absolute property of
the City. RATP Dev on behalf of the City, shall receive, collect, and deposit all the aforesaid
revenue collected in its operations in the manner directed by the City. The handling and treatment
of such revenue, including the banking thereof, and the accounting therefore, shall be as directed
by the City. Deposits shall be held in institutions with federal depository insurance with a minimum
collateral level of 102%. Investments shall be in accordance with the City's Investment Policy.
The City shall provide an accounting system to be utilized by RATP Dev to keep and
maintain the books and records of the operation of the Transit System in accordance with generally
accepted accounting principles. The City shall provide to RATP Dev specific requirements
necessary to manage and analyze the operations of CTM. RATP Dev shall render and certify to
the City such full and coinplete monthly, annual, or other operating reports and financial statements
as the City shall reasonably require. Said operating reports and financial statements shall include
Project Budget Current Month, Project Budget Year-to-Date, Statement of Revenues and
Expenses, Statement of Operating Expenses, Trial Balance, Balance Sheet, and other related
information as the City may reasonably require. RATP Dev shall provide to the City special reports
for grants and capital projects.
Transit System Management Contract
17282
Page 6
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
RATP Dev shall comply with all cost principles of the Office of Management and Budget
Circular A-87, "Cost Principles for State, Local, and Indian Tribal Goverrunents" and the
compliance requirements of the Office of Management and Budget Circular A-133, "Audits of
States, Local Governments, and Non-Proft Organizations". Some of these requirements include
but are not limited to allowable costs/cost principles, cash management, Davis-Bacon Act,
equipment and real property management, period of availability of federal funds and subrecipient
monitoring.
12. TITLE TO PROPERTY
All real estate, buildings, equipment, buses, motor vehicles, and all materials and supplies
reasonably necessary for the operation of the Transit System shall be furnished by the City and
shall remain the property of the City. All property of any type either real, personal, or mixed
hereinafter acquired and reasonably necessary for performance of the Transit System operations
shall, upon prior written approval of the City, be acquired at the City's expense and shall become
the sole property of the City.
RATP Dev 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. RATP Dev agrees to compile
and submit all regulatory filings and reports required by the local, state or federal government for
the operation of said facilities.
13. PURCHASING
RATP Dev shall advise the City in writing of all capital equipment, goods, and services
needed for use in the operation of the Transit System, the cost of which would require an
expenditure of more than $25,000. RATP Dev shall make recommendations as to type and quantity
of equipment, goods, and services to be obtained, and procurement, if any, for the purchase of said
goods or services shall be made under the supervision of the City Purchasing Department, and
pursuant to the City's purchasing policy.
14. AUDIT AND INSPECTION OF RECORDS
RATP Dev shall permit the authorized representatives of the City to inspect and audit all
data and records of RATP Dev and CTM. To the extent that federal or state funds are involved,
Transit System Management Contract
17282
Page 7
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
the right to inspection and audit shall extend to authorized representatives of the United States
Department of Transportation, the Coinptroller General of the United States, and applicable state
oftices, if any.
15. BUDGETS AND PROJECTIONS: FARES AND SCHEDULES
RATP Dev agrees to prepare or assist in the preparation of the necessary annual budgets
and projections as may be required by the City, and agrees to furnish periodic reports and
recommendations to the City relating to service extensions, route planning, and service policies.
16. COMPENSATION OF GENERAL MANAGER
RATP Dev shall be solely responsible for the compensation of the General Manager.
17. THIRD PARTY LIABILITY
RATP DEV SHALL INDEMNIFY, PROTECT, DEFEND, AND HOLD
HARMLESS THE CITY, ITS OFFICERS, ELECTED OFFICIALS, DIRECTORS,
AGENTS, AND EMPLOYEES (COLLECTIVELY, "CITY") FROM AND AGAINST ANY
AND ALL LOSS, LIABILITY, CLAIMS, UAMAGE OR EXPENSES (INCLUDING, BUT
NOT LIMITED TO, ATTORNEYS' FEES) ARISING OUT OF, OR RELATED TO, THE
MANAGEMENT OR OPERATION OF THE TRANSIT SYSTEM AND OTHER CITY
OPERATIONS IN ANY WAY ASSOCIATED WITH THIS CONTRACT, CAUSED, IN
WHOLE OR IN PART, BY THE NEGLIGENCE OF RATP DEV OR ITS AGENTS OR
EMPLOYEES, PROVIDED, HOWEVER, THAT RATP DEV WILL HAVE NO
OBLIGATION TO INDEMNIFY THE CITY FOR CRIMINAL PENALTIES OR FRAUD
SOLELY COMMITTED BY CITY OFFICERS, DIRECTORS, AGENTS, OR
EMPLOYEES. AS A WHOLLY-OWNED SUBSIDIARY OF RATP DEV, CTM MAY
RESPOND ON RATP DEV'S BEHALF FOR ANY SUCH LOSS, LIABILITY, CLAIM,
DAMAGE, OR EXPENSE IN WHICH RATP DEV IS NAMED. THIS PROVISION
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
18. INSURANCE AND FIDELITY �D
RATP Dev 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 RATP Dev subcontractor, agents, or third parties. A Certificate
Transit System Management Contract
17282
Page 8
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
of Insurance specifying each and all coverage shall be 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. RATP Dev shall have 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) Worker's Compensation and Employer's Liability Insurance. RATP Dev shall elect
to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor
Code. Further, RATP Dev 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
RATP Dev maintains said coverage. Any termination of �vorker's compensation insurance
coverage by RATP Dev or any cancellation or non-renewal of worker's compensation
insurance coverage for RATP Dev shall be a material breach of this Contract.
RATP Dev 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 RATP Dev prior to such person performing any such activities, a Certificate of
Insurance establishing such coverage.
RATP Dev 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 RATP Dev. Coverage of each
such employee shall be in the amount of no less than Fifty Thousand Dollars ($50,000.00).
B. RATP UEV SHALL INDEMNIFY, PROTECT, QEFEND, AND HOLD THE
CITY, ITS AGENTS, ELECTED OFFICIALS, AND EMPLOYEES HARMLESS FROM
AND AGAINST ANY AND ALL LOSS, LIABILITY, CLAIMS, DAMAGES, AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES),
RESULTING FROM OR ARISING OUT OF RATP DEV'S FAILURE TO FURNISH AND
MAINTAIN THE INSURANCE POLICIES REQUIRED BY TI�IS AGREEMENT.
Transit System Management Contract
17282
Page 9
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
IN THE EVENT OF ANY SUCH FAILURE, THE CITY MAY, AT ITS SOLE OPTION,
FURNISH SUCH POLICY OR POLICIES WITHOUT PREJUDICE TO ANY OTHER
REMEDY THE CITY MAY HAVE. THE COST AND EXPENSE OF FURNISHING AND
MAINTAINING SUCI� POLICY OR POLICIES SHALL BE DEEMED AN OPERATING
EXPENSE OF THE TRANSIT SYSTEM PAYABLE IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 8. THE FOREGOING SHALL NOT, HOWEVER, APPLY
TO CRIMINAL PENALTIES OR FRAUD COMMITTED BY THE CITY'S AGENTS OR
EMPLOYEES. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
C. CTM shall procure and carry throughout the life of this contract insurance
protection hereinafter specitied, 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 at least 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) Commercial General Liability Insurance. CTM shall have commercial
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 the additional insured in such policy.
(b) Comprehensive Automobile Liability Insurance. CTM shall obtain
comprehensive automobile liability insurance, with limits of not less than bodily/property
damage of one million dollars ($1,000,000.00) combined single limit to include all owned,
non-owned, hired, or scheduled vehicles. The City shall be named as the additional insured
in such policy.
(c) Property Damage Liability Insurance. CTM shall obtain a property damage
liability insurance policy naming the City as insured, in the amount of, for bodily injuries,
including accidental death and/or property damage, five hundred thousand dollars
($500,000.00) combined single limit.
Transit System Management Contract
17282
Page 10
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
(d) Excess Liability Insurance. CTM shall obtain excess liability insurance
(Umbrella Form) naming the City as an additional insured, in the amount of one inillion
dollars ($1,000,000.00) per occurrence.
(e) Worker's Compensation and Employer's Liability Insurance. CTM shall
elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas
Labor Code. Further, CTM 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 CTM maintains said coverage. Any termination of worker's compensation insurance
coverage by CTM or any cancellation or non-renewal of worker's compensation insurance
coverage for CTM 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.
CTM employees shall be covered by a blanket fidelity bond, the premium for which shall
be considered as an operating expense.
The above-mentioned coverages may be modifed at the request of the City of Lubbock on
30 days notice.
CTM, at its sole cost and expense, shall furnish to the City all necessary fidelity and surety
bonds to protect, save whole and hazmless, and indemnify the City from and against dishonesty,
fraud or theft occasioned by any officer or employee of CTM. Coverage of each such employee
shall be in the amount of no less than Fifty Thousand Dollars ($50,000.00).
D. CTM SHALL INDEMNIFY, PROTECT, DEFEND, AND HOLD THE CITY,
ITS AGENTS, ELECTED OFFICIALS, AND EMPLOYEES HARMLESS FROM ANII
AGAINST ANY AND ALL LOSS, LIABILITY, CLAIMS, DAMAGE, AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES), RESULTING FROM
OR ARISING OUT OF THE CTM'S FAILURE TO FURNISH AND MAINTAIN THE
INSURANCE POLICIES REQUIRED BY TH1S AGREEMENT. IN THE EVENT OF ANY
SUCH FAILURE, THE CITY MAY, AT ITS SOLE OPTION, FURNISH SUCH POLICY
OR POLICIES WITHOUT PREJUDICE TO ANY OTHER REMEDY THE CITY MAY
HAVE. THE COST AND EXPENSE OF FURNISHING AND MAINTAINING SUCH
POLICY OR POLICIES SHALL BE DEEMED AN OPERATING
Transit System Management Contract
17282
Page 11
DocuSign Envelope ID: A71C7A27-964C-4CD2-A749-D0786A4F1664
EXPENSE OF THE THANSIT SYSTEM PAYABLE IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 8. THE FOREGOING SHALL NOT, HOWEVER, APPLY
TO CRIMINAL PENALTIES OR FRAUD COMMITTED BY THE CITY'S AGENTS OR
EMPLOYEES. THIS PROVISION S�3ALL SURVIVE T�IE TERMINATION OF THIS
AGREEMENT.
19. WAIVER OF SUBROGATION
RATP Dev hereby releases and agrees to indemnify, protect, defend, and hold harmless the
City, its agents, representatives, elected officials, and employees from and against any and all
liability for loss of, or damage to, properties of RATP Dev. RATP Dev hereby waives on behalf
of itself and its insurer(s), any and all rights or subrogation against the City, as defined above. This
provision shall survive the termination of this Agreement.
20. FORCE MA.�EURE
RATP Dev shall not be liable to for any failure, delay or interruption of service or for any
failure or delay in the performance of any obligation under this Agreement due to strikes, walkouts,
acts of God, pandemic, governmental restrictions, enemy action, civil commotion, unavoidable
casualty, availability of fuel or parts, or other similar acts beyond the reasonable control of RATP
Dev.
21. NO PERSONAL LIABILITY
No officer, director, elected official, or einployee of the City shall be personally liable for
the fulfillment of the conditions of this Agreement.
22. DEFAULT
In case of a breach of any material provision hereunder, the nonbreaching party shall give
the other party prompt written notice of such breach, setting forth the facts in reasonable detail. In
the event that the breaching party has not cured such breach within thirty (30) days (or in case of
breaches which require a longer period to cure, has failed to commence upon such cure within said
period and thereafter to diligently proceed with the same to completion), the nonbreaching party
shall have the right to terminate this Agreement without further notice. This Agreement shall also
be terminable for cause at the option of the other party if any party is adjudicated bankrupt; is
subjected to the appointment of a receiver and fails to have such a receiver removed
Transit System Management Contract
17282
Page 12
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
within ninety (90) days; has any of its property attached and fails to remove such attachment within
ninety (90) days; becomes insolvent; or, for a period of ninety (90) days, is unable to pay its debts
as the same become due, upon ninety (90) days' notice.
23. SECTION 13(c) AGREEMENT
RATP Dev agrees to abide by the terms and conditions of any agreement entered into by
the City or its agents or contractors pursuant to Section 13(c) of the Urban Mass Transportation
Act of 1964, as amended, in the performance of its obligations hereunder.
24. INTEREST OF PUBLIC OFFICIALS
No member, officer, or employee of the City, or of a local public body, during his or her
tenure or for one year thereafter, shall have any personal pecuniary interest, direct or indirect, in
this Agreement or the benefits thereof.
25. INTEREST OF MEMBERS OF CONGRESS
No meinber of, or delegate to, the Congress of the United States shall be admitted to any
share or part of this Agreement or to any benefit arising therefrom.
26. NON-DISCRIMINATION
In connection with the carrying out of this Agreement, neither CTM nor RATP Dev shall
discriminate against any employee or applicant for employment because of race, creed, color, sex,
age, sexual preference, disability or national origin. CTM and RATP Dev will take affirmative
action to promote employment and treatment during employment, without regard to race, creed,
color, sex, age, sexual preference, disability, or national origin. Such action shall include, but not
be limited to the following: employment and promotion; demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay, other forms of compensation; and
selection for training including apprenticeship. The applicable provisions of the Presidential
Executive Order 11246, as amended, relating to Equal Employment Opportunity are incorporated
by reference herein.
27. SEVERABILITY AND INTENT
Should any part of this Agreement be declared to be unconstitutional, invalid, or beyond
the authority of either parly to enter into or carry out, such decision will not affect the validity of
the remainder of this Agreement, which will continue in full force and effect.
Transit System Management Contract
17282
Page 13
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
Except as is expressly provided herein, this Agreement is not intended to be a third party
beneficiary Agreement and confers no rights on anyone other than the City and RATP Dev.
28. ASSIGNMENT
This Agreement shall not be assigned, transferred, hypothecated or pledged by either parly
without the prior written consent of the other party. However, this Agreement shall be binding
upon the successors or assigns of the respective parties.
29. NOTICE
Notice to RATP Dev means notice in writing addressed to RATP Dev's local General
Manager at the local address of the Transit System, and to the President and Chief Executive
Officer for RATP Dev and delivered to the office of RATP Dev at 300 Throckmorton Street, Suite
670, Fort Worth, Texas, 76102. Notice to the City means notice in writing addressed to Assistant
City Manager of Transportation, City of Lubbock, 1314 Avenue K, 11 `h Floor, Lubbock, Texas
79401, with copy to the City Attorney at the same address.
30. APPLICABLE LAW; VENUE
Subject to all applicable federal law, rules, and regulations, this Agreement shall be
governed by the laws of the State of Texas. RATP Dev agrees to include all provisions required to
be included by state or federal law, rule, or regulation, in any agreement or contract into which it
enters under the authority granted in this Agreement, or otherwise on behalf of, or in connection
with services rendered to, the City of Lubbock, including but not limited to all contracts with
subcontractors. RATP Dev acknowledges and agrees that it shall be solely and exclusively
responsible for inclusion of said provisions, and that those provisions accurately reflect current
law.
RATP Dev 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 its obligations
under this Agreement, including, but not limited to, all certifications required through the Federal
Transit Administration standard assurances contract provisions, which are hereby incorporated by
reference as though fully set forth herein.
Transit System Management Contract
17282
Page 14
DocuSign Envelope ID: A71C7A27-964C-4CO2-A749-D0786A4F1664
Venue for any action arising from, out of, or in relation to this Agreement, or otherwise in
connection with the obligations of the parties hereto, shall lie exclusively in Lubbock County,
Texas.
31. CLEAN AIR AND WATER ACTS
RATP Dev shall comply with all applicable standards, orders, or requirements issued under
Section 306 of the Clean Air Act (42 USC 1857(h)), Section SOB of the Clean Water Act (33 USC
1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR, Part
15), which prohibit the use under non-exempt federal contracts, grants, or loans of facilities
included on the EPA List of Violating Facilities. RATP Dev shall report all violations to Urban
Mass Transportation Administration (UMTA) and to the United States Environmental Protection
Agency (USEPA) Assistant Administrator for Enforcement (EN-329).
32. CONSERVATION
RATP Dev shall recognize and comply with mandatory standards and policies relating to
energy effciency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act (42 USC Section 6321 et seq,.).
33. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties, with respect to the
subject matter, and supersedes any previous understandings, representations, commitments or
agreements, oral or written. No provision of this Agreement may be waived except by a writing
signed by the party to be charged, nor may this Agreement be amended except by a writing
executed by both parties. If any provisions, or portion thereof, of this Agreement is or becomes
invalid under any applicable statute or rule of law, it is to be deemed stricken and the rest of this
Agreement shall remain in full force and effect.
1NTENTIONALLY LEFT BLANK
Transit System Management Contract
17282
Page 15
DocuSign Envelope ID: A71C7A27-964G4CD2-A749-D0786A4F1664
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.
RATP Dev USA, Inc.
Doeu9fpned hy:
A� _u �.L .�_� 8/8/2023
�"�.Ai� O(LYio
Matt Booterbaugh, Deputy CEO
ATTEST:
N (!U , 1
Mark Millan (VP, Commercial Development)
APPROVED AS
Bill How�on, Deputy C��aa3ager
/
Transit System Management Contract
17282
Page 16
A EST: I
Cou ey Paz, City Secretary