HomeMy WebLinkAboutReso - CC - 074-1998RESOLUTION NO. 74-98
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
AUTHORIZING EXECUTION OF AGREEMENT WITH
EMPEX VENTURES dba INDUSTRIAL PASSENGER SERVICES TO PROVIDE
SHUTTLE BUS SERVICES
RESOLVED, by the City Council of the City of Burlingame:
WHEREAS, the Free Bee Shuttle has provided important service between the commercial
areas and transit facilities of the City; and
WHEREAS, Industrial Passenger Services has provided the vehicle and the operators on a
reliable and safe basis; and
WHEREAS, the shuttle service will have expanded hours in the coming year; and
WHEREAS, the proposed agreement will extend the relationship between the City and
Industrial Passenger Services for a year under a revised agreement,
NOW, THEREFORE, IT IS RESOLVED AND ORDERED:
The City Manager is authorized and directed to execute the Agreement between Empex
Ventures dba Industrial Passenger Services and the City as contaiged in
2. The City Clerk is directed to attest to the
YOR
I, JUDITH A. MALFATTI, City Clerk of the City ofBurlingame, do hereby certify that the
foregoing resolution was introduced at a regular meeting of the City Council held on the 20th day of JULY
1998, and was adopted thereafter by the following vote:
AYES: COUNCILMEMBERS: GALL I GAN,JANNEY, KNIGHT, 0' MAHONY, SP I NELL I
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
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The Agreement for Management and Operations of the City of Burlingame
Shuttle Service
AGREEMENT
This Agreement is made this day of , 199_, by and between
Empex Ventures, Inc., a Delaware Corporation, hereinafter referred to as
"Contractor" and the City of Burlingame, hereinafter referred to as Client.
WHEREAS, Contractor has the technical expertise necessary to manage and
operate Client's transportation system, and
WHEREAS, Client desires to contract with Contractor to operate its
transportation system,
NOW THEREFORE, Client and Contractor do hereby agree as follows
A.1 TERM. The term of this Agreement shall be from June 30, 1998 to June
30, 1999, inclusive.
A.2 SCOPE OF WORK. The Scope of Work shall be referred to as Exhibit "A",
entitled "Scope of Work", attached hereto and by reference incorporated
herein. Contractor shall provide the services described in Exhibit "A".
Exhibit "A" shall constitute all of the work to be provided by Contractor
under the terms of this Agreement.
A.3 COMPLETE AGREEMENT. This Agreement contains the entire
understanding between the parties. Any prior agreement or
understanding, whether oral or written, shall be invalid upon execution of
this Agreement.
AA CHANGES. Changes to this Agreement shall be effective only upon
written agreement between the parties. Each change to this Agreement
shall be sequentially numbered as a change order hereto and signed by
authorized representative(s) of the Client and Contractor. Change orders
shall only amend the specific portions of this Agreement as written in the
change order and shall not change any other portion of this Agreement.
A.5 CONSIDERATION. In consideration of Contractor's provision of service
as described herein, Client shall pay Contractor at the rate of $300 per
day for the commuter shuttle; $150.00 per day for the mid-day shuttle plus
an additional $1,130.00 per month for extended mid-day shuttle service as
specified in Exhibit A..
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A.6 INVOICES. Contractor shall invoice Client on a monthly basis for the
services herein. Contractor shall submit invoices to Client by the 101h day
of the month for the previous month's service.
A.7 PAYMENT TERMS. Client shall pay Contractor within 30 days of receipt
of Contractor's invoice.
A.7.1 DISPUTED INVOICES, In the event Client disputes any portion of
Contractor's invoice, Client shall notify Contractor in writing within
fourteen (14) days of receipt of Contractor's invoice. Client shall
pay the undisputed portion of the invoice within thirty (30) days of
receipt of Contractor's invoice.
A.7.2 DISPUTE RESOLUTION. Contractor and Client shall meet within
fourteen (14) days of Contractor's receipt of Client's notice of a
disputed invoice to negotiate a resolution to the dispute.
A.7.3 LATE PAYMENT. In the event Client is late in making payment to
Contractor, Client agrees to pay, in addition to all other sums due
hereunder,_:; -:late_ fee_of 1 °!❑mer _month,. -compounded: monthlyr-for
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unpaid invoices or portions thereof.
A.8 FORCE MAJEURE. Either party shall be excused from performing its
obligations under this Agreement during the time and to the extent that it is
prevented from performing by a cause beyond its control, including, but
not limited to: any incidence of fire, flood, or strike; acts of God; acts of the
Government; war or civil disorder; violence or the threat thereof; severe
weather; commandeering of material, products, plants, or facilities by the
federal, state, or local government; national fuel shortage; or a rational act
or omission by the other party, when satisfactory evidence of such cause
is presented to the other party, and provided further that such
nonperformance is beyond the reasonable control of, and is not due to the
fault or negligence of, the party not performing.
A.9 AUDIT. The records, books, documents, data, and accounting and
operating procedures as it related specifically to the performance of this
Agreement are subject to audit and examination by the Client or its
reasonable notice to Contractor and at Contractor's accounting center
where such records are maintained.
A.10 FARES. There will be no fares collected from the passengers of this
service.
A.11 INSURANCE. During the term of this Agreement, Contractor agrees to
provide insurance of the type and in the amounts described herein. Prior
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to the start of work under this Agreement, Contractor shall provide Client
with proof of insurance as required herein.
A.11.1 WORKERS COMPENSATION. Contractor shall provide workers
compensation insurance or shall undertake a program of self
insurance pursuant to the :laws of the State of California.
Contractor shall provide a copy of a certificate of insurance or other
evidence that it has required workers compensation insurance to
Client.
A.11.2AUTO LIABILITY INSURANCE. Contractor shall be required to
provide and maintain in full force and, for the entire term of the
Agreement, automobile liability insurance in a minimum amount of
$5,000,000 per occurrence to protect Contractor and Client from
bodily injury, including death resulting therefrom and property
damage liability resulting from operation of the vehicles described
herein. Contractor shall name Client as an additional insured on
said policy and provide a certificate of insurance to Client as
evidence of said coverage.
A.11.3GENERAL LIABILITY INSURANCE. Contractor shall maintain a
general liability insurance policy in the minimum amount of
$5,000,000 during the term of this Agreement. Contractor shall
provide Client evidence of said coverage and shall name Client as
additional insured on said policy.
A.12 INDEMNIFICATION
A.12.1 Contractor shall defend, indemnify and save harmless Client, and
their officers, agents and employees from any and all claims,
demands, damages, cost, expenses or liability arising out of
Contractor's negligent performance under this Agreement, except
to the extent that such claims, demands, damages, cost, expenses
or liability is caused by the negligence of Client, its officers,
subcontractors, agents or employees.
A.12.2Client shall defend, indemnify and save harmless Contractor, and
their officers, agents and employees from any and all claims,
demands, damages, cost, expenses or liability arising out of
Client's negligent performance under this Agreement, except to the
extent that such claims, demands, damages, cost, expenses or
liability is caused by the negligence of Contractor, its officers,
subcontractors, agents or employees.
A. 12.3 Client shall be responsible for design of the transportation program
and its policies. Client shall indemnify, defend and save harmless
Contractor and their officers, agents and employees from any and
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all claims, demands, damages, cost, expenses or liability arising
out of Client's failure or alleged failure to design the transportation
system in compliance with and federal, state or local law or
regulation, including the Americans With Disabilities Act and its
regulations.
A.13 TERMINATION This Agreement may be terminated by either party
under the following conditions:
A.13.1 If either Client or Contractor fails to fulfill their respective obligations
under this Agreement, the other party may serve written notice of
the failure to perform. In the event the party failing to perform does
not correct its performance or make substantial progress to correct
its performance within fifteen days of receipt of said notice, then the
other party may immediately terminate this Agreement for cause.
Contractor shall be paid for all work satisfactorily completed prior to
the effective date of such termination.
A.13.2Either party may terminate this Agreement for convenience by
notifying the other party in writing at least sixty (60) days prior to the
date of termination. Contractor shall be paid for all work
satisfactorily completed prior to the effective date of such
termination.
A.14 ORDER OF PRECEDENCE. In the event of conflicting language
between the various portions of this Agreement, the following order of
precedence shall apply: Change Orders to this Agreement, this
Agreement, Exhibit "A".
A.15 VEHICLE LICENSES, FEES AND TAXES. Contractor shall be
responsible for all vehicle licensing, motor vehicle fees and taxes, if any,
on the vehicles Contractor provides under this Agreement.
A.16 INDEPENDENT CONTRACTOR in performing under this Agreement,
Contractor shall act at all times as an independent contractor. Nothing
contained in this Agreement shall be construed or applied so as to create
the relationship of principal and agent, or of employer and employee,
between Contractor and Client. Employees of Contractor shall not under
any circumstances be considered employees of Client.
A.17 CONTROL.
A.17.1 All services provided under this Agreement shall be governed by
the operating policies established by the Client, unless otherwise
specified in this Agreement.
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A. 17.2 Management of Contractor's employees shall rest exclusively with
Contractor. Client shall not attempt to directly or indirectly manage,
discipline or direct employees of Contractor.
A.17.31n the event of substandard performance of an employee of
Contractor, Client may demand the removal of a Contractor
employee. Such demand shall be in writing and Contractor shall
comply with Client's demand within two weeks of receipt of Client's
written notice.
A.18 COMMUNICATIONS All communications and notices required
hereunder shall be made by personal delivery or by certified mail, return
receipt requested. Notices shall be effective upon the date of receipt
Notices shall be delivered to the following persons:
A.18.1To Client: City of Burlingame, Attention: Mr. Rahn Becker,
Assistant City Manager, 501 Primrose Road, Burlingame, CA
94010.
A.18.2To Contractor: Vice President, Empex Ventures, Inc., Inc., 1050
17 t Street, Suite 1750, Denver, CO 80265.
A.18.3Either party may change the address of notification by notifying the
other party in writing.
A.19 PERFORMANCE BOND. The Contractor shall not be required to
maintain a performance bond for this Agreement.
A.20 SEVERABILITY. In the event any provision of this Agreement is
declared or determined to be unlawful, invalid or unconstitutional, such
declaration shall not affect, in any manner, the legality of the remaining
provisions of this Agreement and each provision of the Agreement will be
and is deemed to be separate and severable from each other provision.
A.21 JURISDICTION. This Agreement is made in and subject to the laws of
the State of California.
A.22 ASSIGNMENT AND SUBCONTRACTING, The Contractor may
subcontract portions of the services under this Agreement and may assign
its responsibilities under this Agreement upon written approval of Client,
such approval shall not be unreasonably withheld.
A.23 EQUAL OPPORTUNITY. Contractor shall comply with the Civil Rights
Act of 1964 as amended, the California Fair Employment and Housing
Act, Article I, Section 31 of the California Constitution, and the Americans
with Disabilities Act.
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IN WITNESS WHEREOF, Client and Contractor have executed this Agreement
on this day of --- ------------ 1998. The persons signing this Agreement
certify that they have the authority to bind their respective organization to the
provisions herein..
EMPEX VENTURES, INC., INC. City of Burlingame
Jon Monson, Vice President Dennis Argyres, City Manager
By: By:
Date: / / Date:
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EXHIBIT A
SCOPE OF WORK
A.1 . HOURS OF SERVICE:
A.2 COMMUTER RUN- Monday to Friday 06:35 a.m. to 9:00 a.m.; 03:30
P.M. to 6:00 P.M.
A.3 MID-DAY RUN- Sunday to Thursday: 11:00 a.m, to 03:15 p.m.;
Fridays: 11:00 a.m. to 03:15 p.m. ----06:45 p.m. to 09:10 p.m.; Saturdays:
11:a.m. to 02:45p.m.---03:45 to 09:10p.m.
AA DAYS OF SERVICE. COMMUTER RUN: Service shall be provided as
described above with the exception of New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, Day after Thanksgiving and
Christmas. MID-DAY RUN: Every day, except Christmas Day.
A.5 FARES. Passengers will not be charged a fare to ride the bus.
A.6 REPORTING. Contractor shall cooperate with Client in accurately
reporting ridership of the shuttle on Client- provided forms.
A.7 AUTHORITY. Contractor is not granted any right or authority to
create any obligations expressed or implied on behalf of Client and bind
Client in any manner whatsoever other than the specified services in the
agreement.
A.8 CUSTOMER SERVICE. Contractor understands that customer
service and reliability in providing the shuttle service under this Agreement
is a vital concern of the Client. Should the Client express dissatisfaction
with an employee of Contractor to Contractor, Contractor shall investigate
the matter and determine if the Client's concerns are justified and if so,
take appropriate action_ Should the concerns not be resolved to the
Client's reasonable satisfaction, Client may request Contractor to assign a
different employee to the service.
A.9 CONTACT PESONS: CITY OF BURLINGAME- Rahn Becker,
Assistant City Manager, Tel. No. (650)696-7222 --- EMPEX VENTURES, INC. -
Robert L. Imperial, Sales Manager, Tel. No. (510)782-0183
A.10 COMPLAINTS. The Contractor shall make written record of all
complaints from passengers, Client staff and others relating to the services
provided herein. Contractor shall investigate all complaints and provide a written
response to the person making the complaint and shall provide a copy of the
complaint and the response to Client.
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A.11 CONFIDENTIALITY. Any and all information regarding any passengers
of Client is confidential. Contractor shall notify its employees not to release any
information regarding passengers without written consent from Client.
A.12 DRIVERS. Contractor shall employ drivers duly licensed by the State of
California to transport the passengers provided for under this Agreement.
A.12.1 All drivers shall be trained in accordance with the laws of the
United States and the State of California.
A.12.2 Contractor shall comply with drug and alcohol screening
requirements of all employees in safety sensitive positions in
compliance with federal law.
A.12.3 All drivers are to wear a uniform issued by the Contractor at all
times while in service.
A.13 Vehicles, The Contractor shall supply one lift equipped passenger
transportation vehicle licensed in the State of California. The vehicle shall have a
minimum capacity to transport 16 ambulatory and two passengers in standard
wheelchairs at the same time. Flip seats will be provided in wheelchair positions
where possible and will be deployed when wheelchairs are not in use.
A.14 Maintenance_ Contractor shall maintain all vehicles as required under
Title 13 of the California Administrative Code which regulates passenger
transportation vehicles.
Contractor shall ensure that its drivers complete a pre -trip inspection of each
vehicle prior to operation each day. Any safety defect in the vehicle shall be
corrected before the vehicle is placed into service.
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