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HomeMy Public PortalAboutResolution 2011-12-08 Entering into a Contract with First Transit, Inc. for Transportation ServicesA RESOLUTION AUTHORIZING ENTERING INTO A CONTRACT WITH FIRST TRANSIT, INC. FOR TRANSPORTATION SERVICES BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: 1. That the Town Manager is hereby authorized to execute a contract with First Transit, Inc. for transportation services with a term to expire April 29, 2012. DULY MOVED, SECONDED, AND ADOPTED THIS 7 DAY OF DECEMBER, 2011. Votes in favor: Votes opposed: Absent: Abstained: (SEAL) 7 TOWN OF FRASER RESOLUTION NO. 2011-12-08 BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO BY: NAACZAA Mayor ATTEST: LA-- 6-elyn Town Clerk This Agreement, entered into this 1st day of November 2011, by and between the Town of Fraser, Colorado, whose address for notices is Post Office Box 120, Fraser, Colorado 80442 "Customer and First Transit, Inc., a Delaware corporation, whose address for notices is PO Box 166, Winter Park, CO 80482, ATTN.: Operations Manager "First Transit SECTION 1. SERVICES AND TERM 1.1 TRANSPORTATION SERVICES AGREEMENT Town of Fraser First Transit hereby agrees to provide transportation services as described in Exhibit A during the terms of this Agreement. All such services provided by First Transit shall comply with and be in accord with all requirements of any applicable municipal, state, and federal laws, ordinances, rules and regulations and the terms and conditions of this Agreement. 1.2 This Agreement shall commence and take effect on November 15, 2011, and end on or about April 22, 2012. The Agreement may be extended by mutual written approval by both parties. SECTION 2. ROUTES AND SCHEDULES 2.1 The schedules, routes and stops for the shuttle service as well as the period of time that the service will operate, shall be determined by the Customer and First Transit through mutual written agreement prior to the commencement of the ski season and may thereafter be revised from time to time through their prior written agreement. The schedules, routes and stops shall be established to provide service to the Town of Fraser and surrounding properties and attractions. SECTION 3. INSURANCE 3.1 First Transit agrees to maintain in full force and effect during the term of this Agreement, insurance policies providing the following minimum coverage amounts: a. Worker's Compensation statutory required level b. Automobile liability $15,000,000. (Combined Single Limit) The Customer shall be named as an additional insured and such coverage shall be evidenced by a certificate of insurance. SECTION 4. DISCLAIMER OF AGENCY AND INDEMNIFICATION 4.1 First Transit acknowledges that it is an independent contractor, and as such, is not and shall not be construed to be an agent or employee of Customer. First Transit further agrees to indemnify, hold harmless and defend Customer from and against any and all liability for loss, damage or expense which Customer suffers or for which Customer is held liable by reason of injury, including death, to any person or damage to any property arising out of First Transit's negligent or willful act or omissions in performing this Agreement. Nothing in this indemnity shall require First Transit to indemnify, hold harmless and defend Customer from any liability for loss, damage or expense that arises out of any negligence, willful acts or omissions of Customer, its agents, servants or employees. SECTION 5. VEHICLES 5.1 All vehicles shall be maintained in good repair and working order, and in a clean and sanitary condition. All vehicles shall be adequately heated and ventilated and shall be equipped with a first -aid kit, one bus will be equipped with an "ADA" lift. SECTION 6. CHARGES 6.1 The schedule of charges for the transportation services described in Exhibit A, are set forth in Exhibit B. 6.2 Any extra work performed during the holiday season (Thanksgiving, Christmas Week, New Year Eve, MLK Day, Presidents weekend and Spring Break) periods will be billed separate from the contract on a monthly basis. 6.3 The payment schedule based upon the anticipated service level of 1033.5 hours shall be as follows: Base Service January 1, 2012 February 1, 2012 March 1, 2012 April 1, 2012 May 1,2012. May 1, 2012 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 2,000.00 contingency TOTAL 52,000.00 SECTION 7. MISCELLANEOUS PROVISIONS 7.1 Force Majeure. First Transit will incur no liability to Customer for failure to perform any obligation under this Agreement if prevented by a national emergency, wars, riots, fires, labor disputes, strikes, loss of transportation facility, federal, state or local laws, rules, regulations, shortages (local or national), or fuel allocation programs, or any other cause beyond First Transit's control whether existing now or hereafter. cv 7.2 Notices. All notices required or permitted by this Agreement shall be in writing and sent to the appropriate address shown on page 1 hereof or to such other address as either party may be furnished to the other in writing. Such notices shall be either deposited, postage prepaid, in the registered or certified United States mail, return receipt requested, or sent prepaid via air courier service and shall be effective upon receipt. 7.3 Modification. No waivers, alterations, or modifications of this Agreement or any agreement in connection with it shall be valid unless in writing and duly executed by both First Transit and Customer or to such other address as either party may be furnished to the other in writing: First Transit, PO Box 166, Winter Park, CO 80482, ATTN.: Operations Manager with a copy to General Counsel, First Group America, 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202. 7.4 Entire Agreement. This Agreement, including the Exhibits, constitutes the entire agreement between the parties and will supersede all previous negotiations and commitments whether written or oral. 7.5 Savings Clause. The form of this Agreement is intended for general use in the United States of America and in the event that any of the terms and provisions are in violation of any Federal, State or Local law shall be of no force and effect to the extent of such violation or prohibition, without invaliding the remaining terms and provisions of this Agreement. IN WITNESS WHEREOF, Customer and First Transit have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. Witnessed: rY aeleA, By: TOWNOFFRA Corporatio Title: ate: 12 S. First Transit, Inc. By: olorado Municipal Title: Region Vice President Date: 1 j 2,D f EXHIBIT 'A' TO TRANSPORTATION SERVICES AGREEMENT Dated November 1, 2011 between the Town of Fraser (Customer), and First Transit, Inc. DESCRIPTION OF SERVICES First Transit will furnish transportation services for the guests and residents of the Meadow Ridge /Fraser area as desired by Customer. The defined service area shall be the existing, Purple /Red routes combined to be known as the Meadow Ridge Purple and Night Purple routes and all areas within three fourths (3/4) of a mile on either side of the route. Such service will be performed with the authority of the Town of Fraser and in accordance with the laws and regulations of the United States Department of Transportation, the State of Colorado and all political subdivisions thereof. In order to provide the subject service, First Transit will provide and furnish all proposed regular service and spare buses, drivers, management, administration, insurance, maintenance, and payment of all applicable taxes and fees. In connection with its provision of transportation of services of the kind desired by the Customer, First Transit shall provide an adequate number of buses to perform the agreed upon routes with one bus being Lift Equipped. First Transit will run the school type bus for the operation of routes and schedules as mutually agreed upon by Customer and First Transit. One additional bus to service a route to be split with the Town of Winter Park will be provided also. Additional buses will be provided during holiday and busy seasons as directed by the Customer. All buses shall be equipped with such safety appliances and features as are required by the Colorado Public Utilities Commission, as well as with two -way radios which are compatible with, and of the same frequency as Channel transportation prim of the Winter Park Recreational Association's radio communication system. EXHIBIT 'B' TO TRANSPORTATION SERVICES AGREEMENT Dated November 15, 2011 between the Town of Fraser (Customer), and First Transit Inc. RATES The day /night shuttle transportation service shall be provided to the Town Of Fraser at the following rate: Flat rate charge per month listed in section 6.3: minimum of 1033.50 hours per season. Avs