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HomeMy WebLinkAboutCC RESO 13,028RESOLUTION 13,028 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT TO ESTABLISH AND OPERATE TRANSIT SERVICE IN THE CITY OF NATIONAL CITY WHEREAS, on February 27, 1979 the City Council did adopt Resolution 12,993 authorizing the solicitation of proposals for operation of transit service in National City, and WHEREAS, on March 27, 1979 the City Council did authorize the City Manager to enter into final negotiations with McDonald Transit Associates, Inc. providing for establishment and operation of transit service in National City; NOW THEREFORE, be it resolved as follows: Section 1. The City Manager is hereby authorized to execute that certain contract to establish and operate transit service between the City of National City and McDonald Transit Associates, Inc. Section 2. The City hereby appropriates $50,000 Fund 52 for initial start-up and monthly contractual obligation from General Fund reserves, said $50,000 to be reimbursed upon receipt of Local Transit Fund payments. PASSED AND ADOPTED this 24th day of April, ATTEST: 1 OR 79. 'CONTRACT -TO ESTABLISH AND -OPERATE TRANSIT.SERVIC£ THIS CONTRACT AND AGREEMENT made and entered into on this the 25th day of April , A.D. 1979, by and between the CITY OF NATIONAL CITY, a municipal corporation located in San Diego County, California, hereinafter called "City", acting by and through its duly authorized City Manager, and McDONALD TRANSIT ASSOCIATES, INC., a Texas corporation, hereinafter called "McDT" acting by and through its duly authorized President, W I T N E S S E T H: WHEREAS, the City desires to have public bus transportation service provided in the City of National City; and WHEREAS, City has determined that it will require the services of a professional transit management company to establish and operate and manage such service; and WHEREAS, City is authorized to enter into a contract for the establishment, operation and management of said transportation system; and WHEREAS, McDT will lease transit busses which will be used to provide such transit services; WHEREAS, McDT is desirous of providing such operational and management services by acting as an independent contractor; NOW, THEREFORE, in consideration of the foregoing recitals and covenants and agreements of each of the parties herein set forth, the parties hereto do agree as follows: 1. SCOPE OF SERVICES: The City does hereby engage McDT to establish, operate and manage a motor bus transit system to be conducted in and about the City of National City, California, as an independent contractor, on the terms and conditions hereinafter set forth. The routes, hours of operation and frequency cf service is generally described on'exhibit•"A", attached hereto. It is • understood and agreed that the City may, from time to time, vary the level of service or other factors relating to routes, hours of operations, etc., in an effort to prescribe maximum transit service to its citizens. 2. TERM: The term of this contract and agreement shall be for a period of twenty-seven (27) months, from April 1, 1979. However, it is convenanted and agreed by and between the parties that the City shall have the option to renew and extend this contract and agreement for an additional two (2) years beyond such twenty- seven (27) month term on the same terms and conditions as herein set forth. McDT agrees to begin operation of transit services in National City on July 1, 1979 in accordance with the terms and conditions of this agreement. City shall have a right of cancellation of this agreement if funding to City from the Local Transit Fund of the State of California is eliminated or reduced so that the undertakings in this agreement cannot be met, or any changes in State or Federal law or regulations which limits the ability of City to operate transit services as herein described. 3. ESTABLISHMENT OF CALIFORNIA CORPORATION: McDT covenants and agrees that it will maintain, at its sole cost and expense, the California corporation, Bayshore Transit Management, Inc., hereinafter called "BTM", which corporation shall serve as employer of National City based transit employees, including the Resident Manager. Any contractual obligations or liability entered into or assumed by BTM and approved by City, in connection with the operation of the transit system, shall be binding upon BTM only for the term of this agreement, as same may be extended, and thereafter BTM and McDT shall have no further obligation. . , . . . 4. RESIDENT MANAGEMENT: McDT agrees to furnish a qualified, diligent, expert and efficient executive, who and who will be assigned will reside in the National City area to, and perform the functions of, the position of Resident Manager who 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. Robert A. Burrowes is hereby designated as the Resident Manager who will be presently furnished. The selection and appointment of the Resident 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 Manager of City. In the event of the disability of any person acting in the position of Resident Manager for a period in excess of three (3) months, 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 Manager. Resident Manager will establish offices in the City of National City for the purpose of conducting business on a day- to-day basis. Such offices will be sufficiently staffed and equipped to efficiently carry out the management and administration of the transit services as may be from time -to - time prescribed by the City or otherwise provided herein. McDT further covenants and agrees to furnish expert manage- ment services and/or consultation in all areas of the public bus transportation industry, including but not limited to the following: A. Overall management and policy direction. B. Management continuity. C. Management personnel development and training (and recruitment as necessary). D. Monitoring and evaluation of all operations, systems and procedures. Examples of such areas of responsibility are: (1.) Operations and research. (2.) Finance and accounting. (3.) Safety, accident prevention and insurance. (4.) Schedules, transfers, transportation and routing, including coordination of same with adjoining municipalities and transit systems. '(5.) Maintenance and purchasing of equipment. (6.) Sales promotion and public relations. (7.) Preparation and processing of Local Transit Fund claims as directed by the City Manager. (8.) Coordination with Metropolitan Development Transit Board, San Diego Transit Corporation, Comprehensive Planning Organization or other regional or sub - regional transit organizations as may be from time - to -time required by the City. (9.) Establishment of linkages and coordination with other transit operations, firms or corporations in order to provide efficient transfer of ridership to connecting systems. 5. CITY REVIEW: All services to be rendered hereunder. by McDT and BTM shall be subject to the reasonable review by the City. McDT shall make recommendations, or the City may request information or recommen- dations, 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. 6. BUDGET AND EXPENDITUPE AUTHORITY: Subject to an annual budgeting process whereby maximum expenditure 1jmitations are fixed, city agrees to fund, All costs of operating the transit system within the City's area of jurisdiction through the establishment of a BTM imprest fund reimbursed by the City upon presentation of proper expense documentation. City further agrees to furnish BTM all offices, office furniture, equipment, materials, supplies, revenue vehicles, supervisory vehicles and bus maintenance and storage facilities and equipment as may be required by BTM in the performance of this agreement, either in kind, or through reimbursing BTM for the cost of providing same, McDT and BTM will purchase goods and services within the National City, California area for operation of the transit system, to the extent feasible and economical and to the best interest of City. Said annual budget shall be prepared using a format and schedule of accounts as my be prescribed by the City Manager. The City shall prescribe such levels of service pursuant to Section 1 herein and approve the annual operational budget. Such approval shall become authorization for McDT to proceed and furnish such transit services as required. Total budgetary authorization as approved by the City may.not be exceeded by McDT. The City may modify said annual.budget upon request of McDT in the event City desires to expand or change the level of service or recognizes unforseen or unusual costs not anticipated in the approved budget. McDT covenants and agrees to prepare, submit and recommend a proposed annual budget for the operation of the bus transporta- tion system for the same fiscal year under which City operates, subject to change during the year with the consent of City. Such proposed budget with City a schedule Manager or shall be prepared and submitted in accordance of presentation and submission approved by his duly authorized representatives. the Annual operating budget shall, upon approval by City, be attached to and incorporated into the terms and conditions of this agreement by reference and as if fully set forth herein. r. To provide a guideline for the initial budget submittal as prescribed above, and to provide a basis for this agreement a preliminary budget identifying initial system start-up costs and annual operation for the period July 1, 1979 through June 30, 1980 is attached hereto as exhibit 'B'. Said preliminary budget may be revised by McDT upon concurance and approval of City prior to July 1, 1979. 7. ACCOUNTING AND AUDITING: McDT further covenants and agrees that -it and BTM wiii- comply with all accounting procedures established by City and the uniform chart of accounts for transit operators prescribed by the Controller of the State of California. All books and records of BTM will be subject to inspection and audit, upon reasonable notice and at reasonable times, by City or its representatives. McDT and BTM will give periodic reports to City showing financial and statistical data on operation of the transit system in such format and at such times as shall be designated by City. McDT and BTM will furnish an audit of its annual operations • in a form prescribed by City on or about June 30, 1980 and each year thereafter prepared by a qualified certified public accountant. 8. FIDELITY AND SURETY BONDS: McDT at its sole cost and expense shall furnish to City all necessary fidelity and surety bonds to protect, save whole and harmless, and indemnify City from and against dishonesty, fraud or theft occasioned by any officer or employee of McDT, including the BTM Resident Manager. Coverage of each such employee shall be in an amount of not less than Fifty Thousand Dollars ($50,000.00). BTM transit employees, excluding the Resident Manager, will be covered by a blanket fidelity bond, the premium of which shall be considered as an operating expense, reimbursed by the City. 9. INSURANCE AND LIABILITY: BTM shall obtain, unless otherwise directed, appropriate forms of insurance coverage to be in effect during the terms of this contract, customarily maintained by the transit industry with respect to similar transit operations and prescribed by the City including but not limited to personal injury and property damage insurance, providing single limit coverage in amount as may be designated by the City from time to time. All policies providing such coverage by their terms or by specific endorsement shall designate the City, McDT and BTM as co -insureds under the terms thereof. All premiums payable with respect to the insurance policies described in this paragraph or losses incurred under approved deductibles shall be an operating expense of the transit system and shall be reimbursed to BTM by the City. McDT shall be liable for any negligent or intentional acts, and for dishonest or fraudulent misconduct or omission, directly committed by the resident manager of BTM furnished'by McDT under this Contract, to the extent any of such acts result in liability to City. Further, McDT shall be liable for any dishonest, or fraudulent misconduct or omission committed or directed.'by any officer, employee or agent of McDT, or for claims based upon in- tentional torts by McDT, or for any breach of this agreement on the part of BTM, to the extent that any of such acts result in liability to City. McDT assumes no other liabilities. BTM shall be liable for all negligence, intentional acts, dishonest or fraudulent misconduct or omission committed by any officer, employee or agent of BTM to the extent that such acts result in liability to City. To the extent that McDT incurs any expense or liability growing out of the operation of the transit system by BTM, other than liabilities expressly assumed by McDT in this Contract the same shall be treated as an operating expense of BTM under this Contract, and payable by BTM to McDT. • 10. FARE REVENUE: All fares and other revenues received by BTM in connection with the operation of transportation service within the City's area of jurisdiction shall be the property of the City, and shall be deposited by BTM into an account designated by the Ctiy in compliance with all accounting procedures of the City. 11. COMPENSATION: City shall compensate McDT for the services performed here- under as follows: For the first three (3) months of the contract term, the sum of Five Thousand Dollars ($5,000.00) per month. For the subsequent twelve (12) months of the contract term, the sum of One Thousand, Five Hundred ($1,500.00) per month. For subsequent twelve (12) month periods, a sum per month to be mutually agreed by the parties as evidenced by a budget approved by the City pursuant to Section 6 herein. 12. EQUAL OPPORTUNITY: McDT covenants and agrees that in connection with the performance of this contract and agreement, it and BTM 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 or national origin, under the same terms and conditions as the affirmative action employment policies of the City used by City in its employment practices. 13. CONFLICT OF -INTEREST: 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. 14. LIAISON WITH CITY: McDT, its officers, agents, employees and assignees, covenant and agree to maintain close contact and cooperate with the staff of City through a City staff member specifically designated for such purpose and to furnish to said staff member regular reports on the operations of the bus transportation system. 15. ASSIGNMENT AND TRANSFER: This contract and agreement shall not be assigned or trans- ferred by McDT without the prior written consent of City. 16. NOTICES AND COMMUNICATION: 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. P. 0. Box 1477 Fort Worth, Texas 76101 B. If to City - City Manager City of National City 1243 National City Boulevard National City, California 92050 or to such other address as either party shall designate by written notice. 17. PERFORMANCE: McDT and BTM shall not be liable to the City for any failure, delay or interruption of service fromany cause, nor for failure or delay in performance of any obligations under this' agreement due to strikes, lock -outs, acts of God, governmental restrictions, availability of fuel and supplies, enemy action, civil commotion, unavoidable casualty or similar acts beyond the control of the Resident Manager. IN WITNESS WHEREOF, the parties hereto have executed this contract and agreement on the 25th day of April A.D., 1979, as of the date and year aforesaid. ATTEST: CITY OF NATIONAL CITY, CALIFORNIA APPROVED AS TO FORM AND LEGALITY: ity Attorney ATTEST: . McCabe, City Manager • McDONALD TRANSIT ASSOCIATES, INC. , By U Louis L. (Heil, Presii 'ent