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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 CITY C LRK 07/14/98 TUE 09:06 TEL 15107821415 EMPEX VENTURES U002 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.. j 07/14/98 TUE 09:07 TEL 15107821415 EMPE% VENTURES 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 — 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 i7 W 2003 07/14/98 TUE 09:07 TEL 15107821415 EMPE% VENTURES Z004 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 3 �J , 07/14/98 TUE 09:07 TEL 15107821415 EMPEX VENTURES 2005 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. 4 J 07/14/98 TUE 09:08 TEL 15107821415 EMPE% VENTURES Z006 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. 5 V 07/14/98 TUE 09:08 TEL 15107821415 EMPE% VENTURES 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: l� 0 r� = 07/14/98 TUE 09:08 TEL 15107821415 EMPEX VENTURES 2008 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. 7 i� 07/14/98 TUE 09:08 TEL 15107821415 EMPEX VENTURES 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. 9 [a 009