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HomeMy WebLinkAboutResolution - 2916 - Agreement - Mcdonald Transit Associates Inc - Transportation Management Services - 09/22/1988JWF:dw RESOLUTION Resolution #2916 September 22, 1988 Item #16 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 said City an agreement to be p' entered into by and between the City of Lubbock and McDonald Transit Associates, Inc., a Texas Corporation, related to said McDonald Transit Associates, Inc. serving as a professional management company for employment and advisory services for the transportation system of said City, 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 22nd day of September lggg, c .. B. C. McMINN, MAYOR ATTEST: nette Boyd, City Secretar APPROVED AS TO CONTENT: Larry 4jfman, Di for of Trans tation APPROVED AS TO FORM: �f �4 W - '�j . AW1441 J. o th Fullingim, AssistanjjCity Attojney Resolution #2916 TRANSPORTATION MANAGEMENT CONTRACT STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § THIS CONTRACT AND AGREEMENT, made and entered into on this, the 22nd day of September , A.D., 1988, by and between the City of Lubbock, a Home Rule Municipal Corporation of the State of Texas, hereinafter called "City", and McDonald Transit Associates, Inc., a Texas corporation, hereinafter called "McDT". W I T N E S S E T H: 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 employment and advisory services relating to said transportation system, and WHEREAS, McDT is desirous of providing such employment and advisory services, and is qualified to do so, and WHEREAS, the City has selected McDT to provide such services, NOW, THEREFORE, the parties hereto do covenant and agree as follows: I. The City does hereby engage and retain McDT to provide management and advisory services for the public transportation system of the 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, 1988, and ending on the last day of September, 1993. 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. The City agrees to pay McDT as compensation for services rendered hereunder a monthly payment as follows: During the period from October 1, 1988 through September 30, 1989, the sum of Six Thousand Seven Hundred and Ninety dollars ($6,790) per month. During the period from October 1, 1989 through September 30, 1990, the sum of Six Thousand Nine Hundred and Twenty -Five dollars ($6,925) per month. During the period from October 1, 1990 through September 30, 19913, the sum of Seven Thousand and Sixty-five dollars ($7,065) per month. During the period from October 1, 1991 through September 30, 1992, the sum of Seven Thousand Two Hundred dollars ($7,200) per month. During the period from October 13, 1992 through September 30, 1993, the sum of Seven Thousand Three Hundred and Fifty dollars ($7,350) per month. Payment of the monthly compensation as specified herein shall be made by the City on the 15th of the initial month of the contract and thereafter on the fifteenth day of each succeeding month during the term hereof. IV. McDT agrees to furnish a resident General Manager, who shall be 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 McDT, but shall not be made without first obtaining the advice and consent of the City. In the event of the disability of any person acting in the position of General Manager, McDT 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. McDT convenants and agrees to incorporate and maintain at its sole cost and expense a 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 or liability entered into or assumed by CTM and approved by the City, in connection with the operation of the transit system, shall be binding upon McDT only for the term of this agreement, as same may be extended, and in the event this agreement is terminated or expires, then the City shall thenceforth assume all future obligations and liabilities under said contracts either on behalf of itself or any successors to CTM. The City agrees to idemnify CTM and McDT and hold them harmless from all contractual liability and costs arising out of the operation of the tr nsit system with the exception of the fidelity bond for McDT ersonnel, and those exceptions set forth in Section XIII hereof. VI. McDT agrees to pro ide sufficient working funds to pay normal payroll and oper ting expenses of the transit system prior to reimbursement from t e City each month. City agrees to pay McDT interest on the amount utilized for the working fund. That interest percentage shall be computed quarterly and shall be he prime rate charged by a Lubbock bank chosen by McDT, less 2%. City further agrees that in the event of termination of this agreement for whatever eason, it will repay McDT within thirty (30) days, the full amount of working funds advanced by McDT, plus the accrued interest from date of last interest payment through date of final repayment. VII. McDT shall permit the authorized representatives of the City to inspect and audit all data records of McDT 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 St to of Texas. VIII. Revenue derived from the operation of any or all of the Lubbock transit system or systems managed by McDT, 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 revenue, including the banking thereof, and the accounting therefore, shall be as directed by the City. McDT on behalf of the City shall receive, collect and deposit all of the aforesaid revenue collected in its operations in the manner directed by the City, and McDT 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 complete monthly or other operating reports and financial statements as shall be required by the City. IX. McDT further convenants and agrees to furnish expert advisory services and/or consultation. Specific responsibilities of the contractor and the General Manager will include the following: Overall management and policy recommendations 11 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 McDT shall be subject to the reasonable supervision and control of the City. McDT shall make recommendations, or the the City may request information or 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. X. McDT 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 McDT. Coverage of each such employee shall be in an amount of not less than Fifty Thousand Dollars ($50,000.00). 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 required for operation of the transportation system. 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 McDT 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, McDT 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 McDT, or any of its officers, directors, or employees, to third parties in connection with or arising out of the operation of the transportation system, and the costs, expenses and attorneys' fees thereof, including any and all liability of McDT, its agents, servants or employees, shall be part of the costs and expenses incurred by the City in the operation of the transportation system not otherwise covered by insurance or in excess of insured amounts. McDT will, however, be liable for any dishonesty or fraudulent misconduct committed or directed by any officer of McDT and for any breach of this agreement on the part of McDT. XIV. McDT shall not be liable to the City 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 McDT. XV. McDT 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. This contract and agreement shall not be assigned or transferred by McDT without the prior written consent of the City. XVII. All notices hereunder and communications with respect to this contract shall be effective upon the mailing thereof by Registered or Certified Mail, return receipt requested, postage prepaid, and addressed as follows: A. If to McDT - McDonald Transit Associates, Inc. 2001 Beach Street, Suite 407 Fort Worth, Texas 76103 B. If to the City - The City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 or to such other address as either party shall designate by written notice. XVIII. McDT hereby acknowledges and agrees that it shall comply with all terms and conditions of Urban Mass Transportation 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. IN WITNESS WHEREOF, the parties hereto have executed this contract and agreement on the 22nd day of September A.D. , 1988 as of the date and year aforesaid. McDONALD TRANSIT ASSOCIATES, INC. 6Louis L, eil,resi ent Attest: Karen �LKaplan, Secretary CITY OF LUBBOCK, TEXAS B.C. McMinn, Mayor Attest: Ranette Boyd, City Secretary Approved As To C ntent: Larryy- -Hoffma//) Director of Transportation Approved As To Form: e— J. Wot Fullingim Assis nt City Attorney