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HomeMy WebLinkAbout11079RESOLUTION NO. 11079 A RESOLUTION APPROVING THE AWARDING OF A CONTRACT FOR SPECIALIZED TRANSPORTATION SERVICE, (RFP -07 -009) TO MV PUBLIC TRANSPORTATION, INC. WHEREAS, Proposals for Specialized Transportation Service (RFP -07 -009) were received and examined; and WHEREAS, MV Public Transportation, Inc. has submitted an equitable proposal; and WHEREAS, the Proposal of MV Public Transportation, Inc., California was determined by the Board of Directors of Pueblo Transit to be the most responsive and responsible; now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 _ The Contract for December 1 200 7 Service (RFP -07 -009) awarded to MV Compensation for subsequent calendar appropriations. SECTION 2 - December 31, 2009 Specialized Transportation Public Transportation, Inc. is hereby approved. years will be subject to City Council annual The Lease Agreement for vehicles to provide paratransit services, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved, and the President of the City Council is authorized to execute same in the name of the City. SECTION 3. fund. Funds for said project shall be paid from the 515 - 1740 - 492 -30 -03 Pueblo Transit Citi -Lift INTRODUCED August 13, 2007 ATTESTED BY APPROVED: a ESID NTof City Council CITY CLERK Randy Thurston Councilperson Background Paper for Proposed RESOLUTION (des. no - 19 AGENDA ITEM # j b DATE: August 13, 2007 DEPARTMENT: PUEBLO TRANSIT DANIEL E. CENTA, P.E. DIRECTOR OF PUBLIC WORKS TITLE A RESOLUTION APPROVING THE AWARDING OF A CONTRACT FOR SPECIALIZED TRANSPORTATION SERVICE, (RFP -07 -009) TO MV PUBLIC TRANSPORTATION INC. ISSUE Should City Council approve the awarding of the service contract for Specialized Transportation Services known as Citi -Lift for the period of December 1, 2007 through December 31, 2009 to MV Public Transportation, Inc. Approval of Resolution. BACKGROUND After reviewing all the proposals submitted for the provision of the Citi -Lift paratransit services, the Pueblo Transit Board of Directors determined that the proposal submitted by MV Public Transportation, Inc. of Fairfield, CA was the most responsive and responsible. FINANCIAL IMPACT The Contract cost for Pueblo Transit will be $80,612 from December 1, 2007 through December 31, 2007. Compensation for subsequent years will be as follow: $703,086 for the period from January 1, 2008 through December 31, 2008 $699,276 for the period from January 1, 2009 through December 31, 2009 $719,753 for the period from January 1, 2010 through December 31, 2010 $740,487 for the period from January 1, 2011 through December 31, 2011 Res. 110 Background Paper for Proposed RESOLUTION AGENDA ITEM # ) 0 DATE: August 13, 2007 DEPARTMENT: PUEBLO TRANSIT DANIEL E. CENTA, P.E. DIRECTOR OF PUBLIC WORKS TITLE A RESOLUTION APPROVING THE AWARDING OF A CONTRACT FOR SPECIALIZED TRANSPORTATION SERVICE, (RFP -07 -009) TO MV PUBLIC TRANSPORTATION INC. ISSUE Should City Council approve the awarding of the service contract for Specialized Transportation Services known as Citi -Lift for the period of December 1, 2007 through December 31, 2009 to MV Public Transportation, Inc. RECOMMENDATION Approval of Resolution. BACKGROUND After reviewing all the proposals submitted for the provision of the Citi -Lift paratransit services, the Pueblo Transit Board of Directors determined that the proposal submitted by MV Public Transportation, Inc. of Fairfield, CA was the most responsive and responsible. FINANCIAL IMPACT The Contract cost for Pueblo Transit will be $80,612 from December 1, 2007 through December 31, 2007. Compensation for subsequent years will be as follow: $703,086 for the period from January 1, 2008 through December 31, 2008 $699,276 for the period from January 1, 2009 through December 31, 2009 $719,753 for the period from January 1, 2010 through December 31, 2010 $740,487 for the period from January 1, 2011 through December 31, 2011 CONTRACT FOR CITI -LIFT PARATRANSIT SERVICES BETWEEN PUEBLO TRANSIT, A NON - PROFIT CORPORATION AND MV TRANSPORTATION, INC. THIS Contract made and entered into this 1 st day of December 2007, by and between the Pueblo Transit of Pueblo, CO, with principal offices at 350 South Grand Avenue, Pueblo, Colorado 81003 (hereinafter referred to as Pueblo Transit), and MV Public Transportation Inc., a California corporation authorized to do business in the State of Colorado, with principal offices at 803 W. 4 Street, Suite G, Pueblo, CO 81003 (hereinafter referred to as Contractor). W ITNESSET11: WHEREAS, Pueblo Transit has determined a need for complementary paratransit services (hereinafter referred to as Cid -Lift) to accommodate persons with disabilities and meet federal statutory requirements; and, WHEREAS, Pueblo Transit invited proposals for said services and determined that the Contractor was the most responsible bidder, and; WHEREAS, Pueblo Transit and Contractor desire to enter into a Contract whereby Contractor is to furnish Pueblo Transit's requirements of Citi -Lift service from December 1, 2007 through December 31, 2009 with two additional one -year options as described herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations hereinafter provided, it is mutually agreed between the parties as follows: I. Procurement For and in consideration of the compensation hereinafter set forth, Contractor shall provide the Scope of Services in accordance with the provisions, terms and conditions of this Contract, related addenda and appendices. In the event of any inconsistency or conflict between any of the documents attached to this Contract, the terms of the Contract shall govern. II. Scone Of Services Contractor shall, upon receipt of Pueblo Transit's notice to proceed, commence to perform on December 1, 2007 and thereafter perform all work necessary to complete in a manner satisfactory to Pueblo Transit, the services set forth, described and referenced in Appendix A: Scope of Services, attached hereto and by this reference incorporated herein and made a part hereof. ( "Scope of Service ") III. Time Of Performance The services to be performed under this Contract shall be for the period commencing December 1, 2007, and continuing through December 3l, 2009. Any provision of this Contract or its attachments, or any renewal or extension permitted under same, which imposes or may impose upon Pueblo Transit, directly or indirectly, any financial obligation whatsoever to be performed or which may be performed in any fiscal year subsequent to the original year of execution of the Contract is expressly made contingent upon and subject to funds for such financial obligation being lawfully appropriated, budgeted and otherwise made available by the City of Pueblo, to Pueblo Transit. In addition, in the event Pueblo Transit is dissatisfied with Contractor's service for any reason during the term of the contract, Pueblo Transit may terminate the contract. In the event the contract is so terminated, MV Transportation will refund to Pueblo Transit, any and all profits made by MV during the final 12 months during the period prior to the termination. MV Transportation will guarantee that they will not sell a majority of the outstanding common shares of the corporation during the term of any contract resulting from Pueblo Transit's RFP, or during any extension thereof. Pueblo Transit shall have the option to extend this Contract upon the same terms and conditions for two additional one -year periods, with first the option year commencing on January 1, 2010 and ending on December 31, 2010, and the second option year commencing on January 1, 2011 and ending on December 31, 2011. IV. Independent Contractor Contractor's relationship to Pueblo Transit in the performance of this Contract is purely contractual and is that of an independent contractor. Contractor's employees performing services under this Contract shall at all times be under Contractor's exclusive direction and control and shall be Contractor's employees in connection with this Contract and Contractor shall be responsible for all reports and obligations respecting them, including but not limited to social security, income tax withholding, unemployment compensation, worker's compensation insurance and similar matters, and shall indemnity and hold Pueblo Transit and the City of Pueblo harmless therefrom. V. Compensation And Method Of Payment Pueblo Transit will pay Contractor in full compensation for all services performed by Contractor in accordance with the terms and conditions of this Contract, Scope of Services, all attached appendices, and Contractor's Proposal, the maximum amount as following: (A) $80,612 for the period from December 1, 2007 through December 31, 2007. (B) $703,086 for the period from January 1, 2008 through December 31, 2008. (C) $699,276 for the period from January 1, 2009 through December 31, 2009. (D) $719,753 for the period from January 1, 2010 through December 31, 2010. (E) $740,487 for the period from January 1, 2011 through December 31, 2011. Compensation payable in each calendar year shall be paid in equal monthly installments during such calendar year. If an increase or decrease in vehicle revenue hours exceeds, for any reason, including an increase in number of revenue vehicles, fifteen percent ( 15 %) of 21,685 vehicle revenue hours during any calendar year, the parties shall negotiate new rates of compensation. Compensation modification shall be prospective. The Contractor shall manage the number of vehicles placed into service to achieve or exceed Pueblo Transit's performance standard of 2.5 one -way passenger trips per vehicle revenue hour and to comply with Pueblo Transit's intent that there be no denials of ADA service requests while operating within the vehicle revenue hour levels indicated in the proposal. On a monthly basis, the Contractor may not exceed the specified service levels without prior written approval from the Transit Superintendent. .Any increase in Contractor's compensation shall be subject to City Council of the City of Pueblo annually budgeting and appropriating funds therefor. If Pueblo Transit and Contractor are unable for any reason to agree upon an increase in compensation for any subsequent calendar year, either Pueblo Transit or Contractor may terminate this Contract upon six (6) month's prior written notice given to the other party specifying the date of termination. Pueblo Transit shall deduct from Contractor's monthly invoice the amounts that have been assessed by Pueblo Transit against Contractor, as liquidated damages. Payment of the above compensation shall be in accordance with the following procedures: On or before the fifteenth day of each month, Contractor shall submit an invoice for service provided during the preceding calendar month. Pueblo Transit shall not accept Contractor's invoice until Pueblo Transit receives all daily, monthly, and annual occurrence reports that are required of Contractor, in proper form. Pueblo Transit shall make payment within thirty (30) days following Pueblo Transit's acceptance of Contractor's invoice. In the event Pueblo Transit requires additional documentation from Contractor, or requires additional time to investigate services, Contractor shall be notified in writing as to that effect and any remedies requested of Contractor. If Pueblo Transit disputes all or part of Contractor's invoice for reasonable cause, it may withhold payment until such disputes are resolved and Contractor shall continue to furnish and provide the Scope of Services. VI. Performance Standards/Liquidated Damages Contractor specifically acknowledges that Pueblo Transit has established performance standards for Citi- Lift service. Pueblo Transit shall assess Contractor's performance and may impose liquidated damages for services performed below the performance standards identified in Appendix A: Scope of Services. Liquidated damages shall be applied according to the schedule contained in Appendix B: Liquidated Damages. Pueblo Transit shall have the right to modify Citi -Lift performance Standards at any time to accommodate passenger or Pueblo Transit's needs or Federal Transit Administration regulations. In such event, Pueblo Transit shall notify Contractor of changes at least thirty (30) days prior to the effective date of such changes. If such changes require additional expenditures by Contractor, Contractor and Pueblo Transit shall in good faith negotiate an adjustment in the monthly compensation based upon Contractor's documented additional expenditures. Any such change shall be incorporated in a written instrument signed by both parties and affixed to this Contract as an addendum. If Contractor and Pueblo Transit are unable to negotiate a mutually acceptable adjustment to the monthly compensation after good faith negotiations, either party may terminate this Contract by giving to the other party ninety (90) days prior written notice specifying the date of termination. Pueblo Transit may waive the liquidated damages where circumstances are clearly beyond the control of the Contractor. . Pueblo Transit shall provide notice to Contractor of its intent to assess liquidated damages within 24 hours after actual knowledge by Pueblo Transit of the occurrence. Pueblo Transit shall prosecute assessments for liquidated damages within the time frame required for payment of Contractor's invoice during the same period that Pueblo Transit has actual knowledge of the event for which Pueblo Transit wishes to assess a liquidated damage occurred. Contractor shall not be held to the performance standards required by this Agreement should Contractor's ability to provide the services be hindered by causes beyond its control, including but not limited to events such as accidents and inclement weather, so that it is not reasonable that Contractor could attain the performance standards. Pueblo Transit will not assess liquidated damages for the first 90 days from the commencement of Contractor's service hereunder. Pueblo Transit shall not assess liquidated damages should Contractor's failure be caused by Pueblo Transit's failure to provide timely and proper maintenance of Pueblo Transit provided vehicles. VII. Inspection And Audit Of Records Pueblo Transit has the right to monitor and periodically audit Contractor's fare collection, revenue control complaint processing and reporting procedures without notice. Pueblo Transit shall have the right to monitor Contractor's employees and procedures, review all reports, driver manifests, dispatch logs and related items at any time during the Contract period. Contractor shall maintain complete and accurate separate books of account and records of its business operations under and in connection with this Contract during the term of this Contract and for a minimum period of three (3) years after completion of the Contract. Such books of account and records shall be kept in accordance with generally accepted accounting practices and principles and kept intact and readily accessible. Contractor shall permit Pueblo Transit, the City of Pueblo, the U.S. Secretary of Transportation and the Comptroller of the United States, or their authorized representatives to inspect all work, services, payrolls, and other data and to audit the books, records and accounts of Contractor pertaining to this Contract. All reports furnished by Contractor in accordance with this Contract shall be certified by an officer of Contractor. Reports shall be correct and in accordance with Contractor's books of account and records. Contractor shall provide monthly to Pueblo Transit a report of Citi -Lift operations including vehicles miles of travel, passengers count, and other information required by the Scope of Services. Within ninety (90) days following the end of a Contract year, a report certified by Contractor's independent certified public account that the information and reports furnished by Contractor to Pueblo Transit have been maintained and furnished in accordance with Contractor's books of accounts and records and in accordance with the requirements of this Contract. VIII. Dist)utes Any claim or dispute concerning questions of fact or law arising out of or relating to this Contract, its performance or alleged breach, which is not disposed of by agreement of the parties, shall be decided by Pueblo Transit's Board of Directors who shall render a decision in writing on the issues in dispute and mail or otherwise furnish a copy thereof to Contractor. The decision of the Board of Directors shall be final and binding on Contractor and Pueblo Transit. Contractor agrees to proceed in a manner consistent with the decision(s) of Pueblo Transit's Board of Directors. IX. Termination a. Default Pueblo Transit may terminate this Contract upon thirty (30) days prior written notice to Contractor in any of the following circumstances: 4 If Contractor fails to perform the Scope of Services as required by this Contract within the time(s) specified herein; or if Contractor fails to perform any other provision of this Contract and does not cure to Pueblo Transit's satisfaction such failure or breach within a period of ten (10) days after written notice from Pueblo Transit specifying such failure. In the event of termination under this subparagraph, Pueblo Transit shall have the right to procure, on such terms and in such manner as it deems appropriate, services similar to those terminated and to recover from Contractor the excess cost for such similar services. Pueblo Transit's rights under this subparagraph shall be in addition to any other rights provided by law or this Contract. b. Convenience Pueblo Transit may terminate this Contract without cause, for any reason , upon ninety (90) days prior written notice to Contractor specifying the date of termination. In such event, Contractor shall provide the Scope of Services to the effective date of termination, and Pueblo Transit shall make pro -rata payment in accordance with applicable provisions of this Contract for the service provided prior to the effective date of termination. c. Bankruptcy or Insolvency Pueblo Transit shall have the right to immediately terminate this Contract, without further cost or liability, in the event of the occurrence of any of the following: insolvency of Contractor; the institution of a voluntary or involuntary bankruptcy proceeding by or against Contractor; assignment by Contractor for the benefit of creditors; or the appointment of a receiver or trustee to manage the property of Contractor. d. Termination Due to Unavailability of Funds in Succeeding Fiscal Years When funds are not appropriated or not otherwise made available to Pueblo Transit to support continuation of performance and payment under this Contract in a subsequent fiscal year, the Contract shall terminate and cancel on the first day of such fiscal year. X. Waiver Contractor and Pueblo Transit agree that in no event shall the making or receipt of any payment under this Contract constitute or be construed as a waiver by one party of any breach of covenant or default on the part of the other party which may then exist. The making or receipt of any payment under this Contract while any such breach or default exists, shall in no way impair or prejudice any right or remedy available to a party in respect to such breach or default. The remedies available to the parties under this Contract are, unless indicated otherwise herein, cumulative and not exclusive. The waiver or exercise of any remedy shall not be construed as a waiver of any other remedy available hereunder or general principles of law or equity. XI. Assignment Contractor may not assign or sublet this Contract or any provisions herein. XII. Indemnity Contractor hereby agrees to protect, defend, indemnify and hold harmless Pueblo Transit and the City of Pueblo and their respective directors, officers, agents and employees, from and against any and all claims, suits, actions for loss damages, cost and expense (including attorneys' fees) caused by or arising in any way from Contractor's negligence or intentional misconduct in performance of the activities or actions under this Contract, except where such claim or cause of action arises from the sole negligence or willful misconduct of Pueblo Transit, its elected officials, officers, agents, employees, or volunteers. Such actions of Contractor shall include but not be limited to: Any infringement or claim of infringement of patents, trademarks or copyrights in the use or resale of any articles covered by this Contract, unless said materials or articles are made specifically to Pueblo Transit's design or method. Failure by Contractor to comply with all applicable federal and state laws and regulations enacted now or to be enacted in the future pertaining to the services, material or articles to be ordered and labor expended under this Contract. All claims, suits, actions, costs, counsel fees, expenses, damages, judgments or decrees arising from personal injury, death or property damage. Any and all loss incurred by illegal use or distribution of transfers by unauthorized persons in Contractor's organization. Contractor agrees promptly to notify Pueblo Transit in writing of the assertion of any such claim, suit or action in which Pueblo Transit is named or threatened to be named a defendant. XHL Eaual Employment Opportunity Contractor agrees to comply with all applicable federal and state laws and regulations promulgated thereunder. Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, sex, age, disability or national origin. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, sex, age, disability or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay -off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Compliance with Regulations Contractor shall comply with federal and state regulations relative to non - discrimination cited above, which are herein incorporated by reference and made a part of this Contract. In the event of Contractor's non- compliance with the provisions of this Equal Employment Opportunity clause, Contractor may be declared ineligible for future contracts or subcontracts with Pueblo Transit, and the Contract may be canceled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by the statute or regulation. 2. Non - discrimination With regard to the work performed and services provided under this Contract, Contractor shall not discriminate on the grounds of race, color, creed, sex, age, disability or national origin against any person or in the selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in the discrimination prohibited by the statute and regulations referenced herein. 3. Solicitations for Subcontractors, Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for subcontract work to be performed, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this contract and the laws and regulations relative to non - discrimination on the grounds of race, color, creed, sex, age, disability or national origin. 4. Information and Reports Contractor shall provide all information and reports required by regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by Pueblo Transit to ascertain compliance with such regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to Pueblo Transit and shall set forth what efforts it has made to obtain the information. 5. Incorporation of Provisions Contractor shall include the above Equal Employment and Non - Discrimination provisions in every subcontract, including procurement of materials and leases of equipment, unless exempt by regulation or directive issued pursuant thereto. Contractor shall take action with respect to any subcontract or procurement as Pueblo Transit may direct as a means of enforcing such provisions, including sanctions for non- compliance, provided however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request Pueblo Transit to enter into such litigation to protect the interests of Pueblo Transit, and, in addition, Contractor may request the United States to enter into such litigation to protect the interests of the United States. XIV. Disadvantaged Business Enterprises It is the policy of the U. S. Department of Transportation that disadvantaged business enterprises (DBE) as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this Contract. Consequently the DBE requirements of 49 CFR Part 23, as amended or superseded, applies to this Contract. Contractor shall ensure that disadvantaged business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this Contract. Contractor and its contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Contractor and its subcontractors shall not discriminate on the basis of race, color, creed, sex, age, disability or national origin in the award and performance of federally assisted contracts. Contractor shall include the provisions of this section in every subcontract, including procurement of materials and leases of equipment. Failure to carry out the requirements set forth above shall constitute a breach of contract and may result in termination of the contract or such remedy as deemed appropriate. XV. Conflict of Interest Under no circumstances shall a member or delegate to the Congress of the United States, or a member or officer or employee of the State of Colorado or Pueblo Transit during his/her tenure and for one year thereafter, be permitted to participate in any share of this Contract or to any benefits therefrom. 7 Elected or appointed federal, state and local officials who are employees, officers, shareholder or owners of a firm may participate in the award of, or performance of this Contract or any subcontract resulting from this Contract provided that: (a) The subcontract or purchase agreement is made pursuant to an award made after disclosure by the governmental official of the nature of the interest; (b) The award is made pursuant to Pueblo Transit approval; and, (c) The award is the low responsive and responsible bid. Contractor agrees that none of its officers, employees or agents, by reason of this Contract, is or was authori zed to hold themselves out or claim to be officers, employees or agents of the City of Pueblo or Pueblo Transit, and that none of them is permitted by Contractor, by reason of this Contract, to make any claim, demand or application to or for any right of privileges concerning workmen's compensation and occupational diseases coverage, unemployment compensation benefits, Social Security coverage or retirement membership or credit. XVI. Notices Any notice or order provided for in this Contract shall be considered as having been given to Pueblo Transit if hand delivered or mailed by certified mail, postage prepaid to: Pueblo Transit Attn: Transit Superintendent 350 S. Grand Ave Pueblo, Colorado 81003 To Contractor if mailed by certified mail, postage prepaid to: MV Transportation Attn: Project Manager 803 W. 4`" Street, Suite G Pueblo, Co 81003 XVIL Choice Of Law This Contract shall be construed and interpreted in accordance with the laws of the State of Colorado. In the event of a litigation arising under this contract, the Court shall award the prevailing party its cost and expenses, including reasonable attorney fees. Venue for such litigation shall be Pueblo County, Colorado. XVIH. Insurance Prior to commencing work, Contractor shall furnish a Certificate of Insurance showing the following minimum limit of insurance coverage. WORKER'S COMPENSATION - Statutory limits required by State law. COMMERCIAL GENERAL LIABILITY- $1,000,000 Bodily Injury and Property Damage (Combined Single Limit) COMPREHENSIVE AUTOMOBILE LIABILITY - $1,000,000 Bodily Injury and Property Damage (Combined Single Limit) The Certificate of Insurance shall name Pueblo Transit and the City of Pueblo as Additional Insurer on all policies covered by the Certificate as to work performed for or on behalf of Pueblo Transit, services provided to or rendered on behalf of Pueblo Transit, or goods delivered to Pueblo Transit. Liability policies may be arranged under individual policies for the full limits required or by a combination of underlying policies with the balance provided by an Umbrella Liability Policy. The above- described liability insurance shall be written on an Occurrence basis. Commercial General Liability coverage shall include Premise/Operations; Dependent Contractors; Products /Completed Operations; Personal Injury, Broad Form Property Damage including Completed Operations and Contractual Coverage. All insurance companies providing the required coverage must be at least "A" rated by A.M. Best and licensed to conduct business in the State of Colorado. Additionally, all certificates fumished must contain a statement that Pueblo Transit will receive thirty (30) days advance notice of any policy cancellation other than cancellation for non - payment of premium; or ten (10) days advance notice for policy cancellation due to non - payment of premium. XIX. Inspection Of Records The U. S. Department of Transportation, Colorado Department of Transportation, the Comptroller General of the United States, the City of Pueblo and Pueblo Transit, or any of their duly authorized representatives, shall have the right to examine directly pertinent books, documents, papers and records of Contractor involving transactions related to this Contract. Such right shall continue for three (3) years following the final payment made by Pueblo Transit under this Contract and Contractor shall maintain such records for such purpose. XX. Permitted Business Contractor shall be authorized to do business in the State of Colorado and the City of Pueblo. Contractor, at its own expense, shall obtain and maintain all necessary licenses and permits in order to enable it to operate within these jurisdictions. Contractor shall furnish Pueblo Transit with evidence of compliance with the provisions of this paragraph. XXI. Subcontract and/or Third Party Contracts Contractor shall not enter into any contracts or agreements that may impact the provision of services under this Contract without prior written consent of Pueblo Transit. Contractor shall be solely responsible for all legal and financial responsibilities relating to execution of contracts or third party agreements. XXII. Contractor's Warranties Contractor hereby warrants that it has taken all corporate actions necessary to authorize it to enter into this Contract. Contractor warrants that there is no provision of its charter, and to its knowledge no law, ordinance or regulation, which prohibits Contractor from entering into or performing this Contract or which renders unenforceable against Contractor any provision of this Contract. Upon execution of this Contract, Contractor will deliver to Pueblo Transit an opinion of counsel, acceptable to Pueblo Transit, that this Contract is legally binding upon Contractor. Pueblo Transit shall furnish to the Contractor a certified copy of the City Council resolution approving this Contract. XXILL Non - Collusion Contractor warrants that it has not paid and agrees not to pay any bonus, commission, fee, or gratuity to any employee or official of the City of Pueblo or Pueblo Transit for the purposes of obtaining their approval of the Contractor's proposal or actions pursuant to this Contract. No director, officer, agent, or employee of the City of Pueblo or Pueblo Transit shall be admitted to any share or part of this Contract or to any direct benefit arising therefrom. XXIV. Ethics Contractor shall maintain a written code or standard of conduct that shall govern the performance of its officers, employees or agents engaged in the administration of this Contract. XXV. Bribery Contractor certifies that: (a) It has not committed bribery or attempted to bribe an officer or employee of the City of Pueblo or Pueblo Transit; (b) It has not made an admission of guilt of such conduct which is a matter or record; and, (c) It does not have an official, agent or employee who has committed bribery or attempted bribery on its behalf pursuant to the direction or authorization of a responsible official of Contractor. The Contractor, its employees and agents shall not lobby any political representation with respect to this contract or the Citi -Lift services. XXVI. Force Maieure Pueblo Transit shall not he liable to Contractor for any failure, delay, or interruption of Citi -Lift service, or for any failure or delay in the performance of any obligation under this Contract due to strikes, walkouts, acts of God, government restrictions, enemy action, civil commotion, unavoidable casualty, unavailability of fuel or parts, unavailability of funding, or other similar acts beyond reasonable control of Pueblo Transit. XXVII. State imposed illegal alien provision (a) At or prior to the time for execution of the contract documents and submission of required bonds, if any, Contractor shall submit to the Purchasing Agent of the City its certification that it does not knowingly employ or contract with an illegal alien and that the Contractor has participated or attempted to participate in the "Basic Pilot Program" created in Public Law 208, 104` Congress, as amended and expanded in Public law 156, 108`" Congress, as amended, that is administered by the United States Department of Homeland Security. (b) Contractor shall not: (I) Knowingly employ or contract with an illegal alien to perform work under this contract; (II) Enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. (c) The following state- imposed requirements apply to this contract: (I) The Contractor shall have verified or attempted to verify through participation in the Basic Pilot Program that the Contractor does not employ any illegal aliens and, if the Contractor is not accepted into the Basic Pilot Program prior to entering into this contract, that the Contractor shall apply to participate in the Basic Pilot Program every three months until the Contractor is accepted or this Contract has been fully completed, whichever occurs earlier. This provision shall not be required or effective if the Basic Pilot Program is discontinued. (II) The Contractor is prohibited from using the Basic Pilot Program procedures to undertake preemployment screening of job applicants while this Contract is being performed. 10 (111) If the Contractor obtains actual knowledge that a subcontractor performing work under this contract knowingly employs or contracts with an illegal alien, the Contractor shall be required to: A. Notify the subcontractor and the Engineer within three (3) days that the Contractor has received such knowledge; and B. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (c)(III)A. above the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if, during such three (3) days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (IV) The Contractor is required to comply with any reasonable request by the Colorado Department of Labor and Employment (hereinafter referred to as "CDLE ") made in the course of an investigation that CDLE is undertaking pursuant to its authority under §8 -17.5- 102(5), C.R.S. (d) Violation of this Section XXVII by the Contractor shall constitute a breach of contract and grounds for termination. In the event of such termination, the Contractor shall be liable for City's actual and consequential damages. XXVIIL Collective Bargaining Aareement. If Contractor enters into a collective bargaining agreement with Amalgamated Transit Union or any other union with respect to its employees performing the Scope of Services, the wages and other benefits payable thereunder shall be the sole responsibility of Contractor and shall not give rise to or constitute grounds to increase Contractor's compensation hereunder. XXIX. Entire Agreement This Contract, together with appendices hereto and documents incorporated herein by reference, constitute the entire agreement between Pueblo Transit and Contractor, and supersedes any and all prior written or oral agreements or understandings, and may be modified only by a writing executed by both Pueblo Transit and Contractor and shall be interpreted and enforced in accordance with Colorado Law. XXX. Binding Effect This contract shall be binding upon and inure to the benefit of Pueblo Transit and Contractor and their respective successors. IN WITNESS WHEREOF, Pueblo Transit and Contractor have executed this Contract as of the date first above written. eblo Transit PuebloTransitP SIDEN Contractor By: �� Title: (it" ` A4,Po -,ai APPENDIX A SCOPE OF SERVICES This Scope of Services contains technical specifications for Citi-Lift paratransit services to be provided by Contractor to Pueblo Transit. A. DESCRIPTION OF SERVICE Citi -Lift is Pueblo Transit's complimentary paratransit service as required by the Americans with Disabilities Act (ADA), and as described in 49 CFR Part 37 and Pueblo Transit guidelines. Citi -Lift service is available to eligible persons only. Passenger eligibility is determined exclusively by Pueblo Transit. Using vans and small buses leased from the City of Pueblo ( "Revenue Vehicles ") and maintained by Pueblo Transit, Contractor shall operate up to eleven Revenue Vehicles in pre - scheduled, demand responsive service six days per week, Monday through Saturday, 6:00 a.m. until 6:30 p.m. The service area includes the incorporated limits of the City of Pueblo, Colorado and a limited portion of Pueblo County, Colorado. Contractor is responsible for telephone information, passenger reservations, vehicle scheduling and dispatching, as well as insurance and administrative offices. Subject to the provision of Article V of the Contract, Pueblo Transit may increase the number of Revenue Vehicles. B. CONTRACTOR'S RESPONSIBILITIES Contractor shall be responsible for the provision of Citi -Lift service consistent with the Contract and the requirements of Pueblo Transit as described in this Scope of Services. All work performed by Contractor under this Contract shall be managed and operated in accordance with guidelines, standards and parameters established herein and attachments hereto. All work performed by Contractor must meet or exceed applicable U.S. Department of Transportation, Federal Transit Administration, Americans with Disability Act and State of Colorado Department of Transportation regulations and requirements governing public paratransit services, regardless of the Contractor's assumption as to whether it is subject to the jurisdiction of these agencies. Contractor will provide paratransit services in accordance with ADA regulation, 49 CFR 37.129(a), stating that "complementary paratransit services for ADA paratransit eligible persons shall be origin to destination service. 1. Contractor's Employees Contractor shall be solely responsible for the employment and supervision of personnel necessary to perform the work specified herein. Such responsibilities shall include, but not be limited to the following: recruitment, screening, selection, training, supervision, employee relations, evaluation, retraining, and termination. Contractor shall specify the number of employees, by labor classification and status, to be used to provide Citi -Lift service. A current list of personnel assigned to the project and individual employee personnel files shall be maintained at all times. The use of independent contractors or subcontract employees shall not be permitted without the prior written permission of Pueblo Transit. 2. General Management Contractor shall provide general management and supervision at a level and capability sufficient to ensure the delivery of the highest possible quality service. An Operations Manager shall be designated by Contractor to make decisions and actively coordinate Citi -Lift operations. The individual selected shall be retained as an employee of Contractor. The Operations Manager shall be responsible for the safe and reliable provision of services referenced in this Scope of Services, including direct supervision of the work of Contractor's personnel. 12 Pueblo Transit shall not require that the Operations Manager be dedicated exclusively to the Citi -Lift project; however, Contractor must identify the percentage of the Operations Managers time that will be dedicated to on -site management of Citi -Lift operations. At a minimum, the Operations Manager shall devote at least three (3) days per week on -site. This requirement by Contractor shall be construed as a defined minimum only, and in no way relieves Contractor or its Operations Manager from spending as much time on -site as is necessary to ensure that Citi-Lift service meets or exceeds the performance standards described herein. The Operations Manager must be available by local telephone, cell phone, electronic pager, or in person at all times when Citi -Lift vehicles are in operation. In addition, Contractor shall designate at least one (1) additional management official who may be contacted by telephone at any time, in the event of an emergency or if the Operations Manager cannot be reached. Pueblo Transit shall direct all official correspondence and notifications to the Operations Manager for response and appropriate action on behalf of Contractor. The Operators Manager shall be available to meet with Pueblo Transit staff at least once per month, or more often as required by Pueblo Transit, to discuss and resolve any matter raised by Pueblo Transit or Contractor. The Operations Manager must have a minimum of three (3) years of previous experience in the management of passenger transportation operations, including at least one (1) year of direct supervisory experience with drivers, scheduling and dispatch personnel, as well as a proven capacity to work effectively with paratransit customers and the general public. The Operations Manager shall demonstrate competence in all aspects of the operation of service including ongoing action and decision making. If at any time, and for any reason Pueblo Transit determines the performance of the Operations Manager is unacceptable or inadequate, it may request in writing that Contractor secure a replacement for the position. In such event, Contractor shall submit the resume and qualifications of the proposed replacement to Pueblo Transit within thirty (30) days following issuance of Pueblo Transit's written request. Contractor shall not replace the Operations Manager without the written consent of Pueblo Transit. In the event that the Operations Manager leaves the employ of Contractor, the resume and qualifications of a proposed replacement shall be submitted to Pueblo Transit for approval. Such qualifications shall be submitted as soon as possible, but in no event later than fifteen (15) working days prior to the departure of the incumbent Operations Manager, unless the departing employee has provided less notification to Contractor. In the interim period when the position of Operations Manager is vacant, Contractor shall assign a senior management official or other qualified supervisor approved by Pueblo Transit to serve as the interim Operations Manager until a permanent replacement is found. Contractor shall at all times act in good faith to make all reasonable efforts to maintain the quality and continuity of its management personnel. 3. Personnel Contractor shall provide all employees, including schedule makers, dispatchers, road supervisors, safety and training staff, clerical and other office personnel necessary to operate Citi -Lift service to the satisfaction of Pueblo Transit. The duties of these employees shall include, but not be limited to: answer public requests for information and passenger service; prepare daily schedules; communicate with drivers in revenue service; cover accidents, incidents, and emergency situations; provide routing directions and detour instructions; correct schedule delays; make same -day changes in schedules to accommodate immediate service calls. 4. Drivers Contractor shall provide all drivers and use appropriate screening and selection criteria before employing persons to operate vehicles in revenue service. Such criteria shall include, although not necessarily be limited to the following: (A) satisfactory employment history for the past three (3) consecutive years; (B) no criminal record for the past 13 seven (7) consecutive years; (C) a motor vehicle record exhibiting no more than two incidents during the immediate past thirty -six (36) months, neither of which shall be a DUI (Driving Under the Influence) or DWAI (Driving While Ability Impaired) conviction; (D) a physical examination, including drug/alcohol screen, which meets all federal, state and local requirements. Proof of adequate driving record for all drivers employed to provide Citi -Lift service shall be submitted to Pueblo Transit ten (10) working days before commencement of service, and thereafter for each new driver placed into service. A current list of drivers, together with a current Colorado Department of Motor Vehicles abstract of driving record for each driver, shall be provided to Pueblo Transit every six (6) months thereafter. Contractor shall require all Citi -Lift drivers to undergo a drug and alcohol screen prior to assignment to this project, and periodically thereafter as required by U.S. Department of Transportation regulation. All safety sensitive employees shall comply with Pueblo Transit druglalcohol testing procedures. Citi -Lift drivers shall not consume, test positive for the use of, nor possess alcohol, narcotics, or dangerous drugs while on duty. Any operator suspected of violating this requirement shall be tested immediately at the sole expense of Contractor, using a chemical analysis of samples of urine by a recognized hospital, clinic, or laboratory approved by Pueblo Transit and immediately removed from service under this Contract, until results of test are obtained. If results are negative, driver shall return to duty. If results are positive, driver will be terminated. Contractor shall be responsible for removing from service any driver who at any time fails to meet minimum qualifications specified in this Scope of Services, or for other reasonable causes. Contractor shall be responsible for preparing all operator work assignments necessary to provide the Citi -Lift services specified in this Scope of Services. The composition of Contractor's work assignments should reflect a balance between efficient labor utilization and reasonable personnel practices, which support longevity of employment and job commitment among vehicle operators. Citi -Lift drivers shall at all times while on duty wear a uniform which is neat, clean and free from apparent wear. Contractor shall adhere to such dress code throughout the Contract period. Contractor shall be responsible for ensuring that its drivers comply with the uniform requirement at all times while in revenue service. 5. Facilities and Eauinment Contractor shall provide all offices and other facilities necessary to support Contractor's activities under this Contract. For practical reasons, such facilities should be located near Pueblo Transit's operating facility located at 350 S. Grand Avenue near downtown Pueblo. Contractor shall provide all equipment and supplies, including non - revenue support vehicles, mobile two -way radio system or cellular telephones, insurance, fuel, oil, lubricants, and tires for revenue and non- revenue vehicles, as necessary for the performance of this Contract. In addition Contractor will install the "DriveCam Video System as well as a wireless hotspot at the fueling area to provide a way for Supervisors to monitor operator's performance before an accident occur. The system will be installed in all service vehicles contractor operates. 6. Teleahone Information and Reservations Contractor shall provide telephone information services for Citi -Lift customers, including: Program information; schedule availability; passenger reservations; cancellations; status of vehicle arrival times; compliments and complaints; and other information as required. Contractor shall provide its own telephone equipment and personnel for such purpose. Contractor shall utilize the telephone number (719) 546 -CITI, which shall be made available for use by Pueblo Transit for such purpose, provided, however, that Contractor shall not be allowed to use this telephone number for any other purpose unrelated to the provision of Citi-Lift service. 14 Contractor's reservation system shall be capable of accepting passenger requests for transportation up to fourteen (14) days in advance of the day of travel, in accordance with 49 CFR Part 37 of USDOT regulations. Reservations through Contractor's employees shall be accepted by telephone Monday through Saturday from 6:45 a.m. until 5:00 p.m. An answering device, answering service, or Contractor's employee shall be available at all other times to accept reservations and cancellations. Contractor shall also have a TDD Telephone System available. Contractor shall provide a minimum of two (2) incoming telephone lines. Between the hours of 8:00 a.m. and noon, Monday through Friday, two (2) of the Contractor's employees shall be available to answer the phones as their primary function. One (1) incoming line shall be provided at all other times when vehicles are in service. During these hours, one (1) of Contractor's employees shall be available to answer the phones as his/her primary function. 7. Vehicle Scheduling and Disuatchi Contractor shall provide a computer- assisted system for developing daily routes incorporating all reservations received, and producing driver manifests /route itineraries. The system must be sufficiently efficient to accommodate all trips requests. The system must be sufficiently flexible to accommodate same -day changes in passenger schedules, including short- notice and immediate- notice requests for service. It must be capable of handling "will- call" pickup requests by passengers making return trips from medical appointments. S. Training and Safety Contractor shall develop, implement and maintain a formal training and retraining program for all supervisory staff and drivers engaged in the provision of Citi -Lift service. Such training shall meet or exceed to training provided to Pueblo Transit employees. The driver training program must include a minimum eighty (80) hour course for new employees with no prior commercial driving experience, consisting of a combination of classroom instruction, behind- the -wheel training under the auspices of a qualified instructor, and in- service training. The program must also address formal retraining measures, including criteria for determining the success of retraining efforts. New employees with prior commercial driving experience may receive fewer hours of training, and Contractor shall use its discretion in assessing the training needs of such employees on a case -by -case basis. Passenger Assistance Training (PAT) or Passenger Service and Safety Certification (PASS) must be provided to all drivers by a certified PAT or PASS trainer as part of the 80 hours curriculum. This training must focus on preferred techniques to be used when transporting passengers with disabilities, including non - ambulatory passengers. Contractor's training program shall further include at least four (4) hours of sensitivity training which are required by 49 CFR Part 37 of USDOT regulations. The sensitivity training must emphasize treating persons with disabilities with courtesy and respect and the types of disabilities drivers may encounter. The training program shall include a safety component, through which Citi -Lift passengers, Contractor and Pueblo Transit may be assured that the service provided at all times remains as safe as possible. The safety component shall include, but not necessarily be limited to: Regularly scheduled employee safety meetings; participation in National Driver Safety Council programs; information and incentives to encourage safe operating practices; and participation in risk management activities recommended by Contractor's insurance provider. Contractor shall submit written documentation of its training program and annual training schedule to Pueblo Transit at least five (5) days prior to the initiation of service delivery. Upon commencement of service and at all times thereafter, the Operations Manager, supervisory personnel and drivers must be fully knowledgeable of all aspects of Citi -Lift operation, including, but not necessarily limited to: Schedules; fares; vehicle and communications equipment; customer service requirements; incident and accident reporting procedures; passenger data and survey procedures; passenger assistance techniques; and Pueblo Transit fixed routes. 15 9. Handline Operational Emereencies Contractor shall develop, implement and maintain formal written procedures to assist its employees in effectively handling emergencies and routine operational problems that occur from time to time. Examples of occurrences to be covered by written guidance include, but are not limited to: In- service vehicle failures; lift failures on in- service vehicles; passenger disturbances; vehicle accidents; and on -board injuries. Contractor shall submit written documentation of such procedures to Pueblo Transit at least five (5) days prior to the initiation of service delivery. 10. Accident and Incident Investigation Any accident or incident involving Contractor, Pueblo Transit, or any third party shall be immediately recorded and investigated by Contractor. Pueblo Transit shall be informed by telephone immediately following the occurrence of any accident or incident, and furnished with a written report within twenty -four (24) hours after the occurrence, regardless of fault. Accidents shall be recorded on a standard form and accompanied by police reports. Incidents involving passengers' behavior, threats and disputes shall be documented and reported to Pueblo Transit in narrative format. Contractor shall submit written documentation of its accident and incident handling procedures to Pueblo Transit at least five (5) days prior to the initiation of service delivery. Failure to comply with any of the above submittal and reporting requirements may obligate Pueblo Transit to enforce stated Performance Standards and Liquidated Damages. 11. Service Complaints Contractor shall cooperate fully in the complaint resolution process administered by Pueblo Transit. Passengers shall be advised that complaints are to be directed to Pueblo Transit. All customer complaints about Citi -Lift service received by Contractor shall be referred to Pueblo Transit for processing. Pueblo Transit shall forward to the Contractor a summary of each complaint received about any aspect of Citi -Lift service involving Contractor. Within five (5) working days, Contractor shall furnish Pueblo Transit with an explanation of the complaint or problem in writing. Such explanation shall be made on Pueblo Transit's form and be in sufficient detail, including the action(s) taken to resolve the complaint or problem. Test complaints may be directed to the Contractor from time to time to validate correct referral processes. Failure to comply with any of the above submittal and reporting requirements may obligate Pueblo Transit to enforce stated Performance Standards and Liquidated Damages. 12. Fare Collection Contractor shall charge fares and strictly adhere to fare policies established by Pueblo Transit. Contractor shall be solely responsible for the collection of fares using the fareboxes provided by Pueblo Transit. All fares are the property of Pueblo transit. Contractor's employees shall not attempt to open fareboxes or handle fares collected from passengers. Contractor shall be responsible for all fares collected and not delivered to Pueblo Transit. A daily revenue summary report shall be submitted to Pueblo Transit each working day following the collection of fares. This report shall indicate the following: date; driver name and badge number; run number; bus number; the total value of coins and currency collected; the total number of rehabilitation tickets collected; number of Personal Care Attendants/No -Faze passengers; and total passengers carried. Contractor shall be required to retain all completed Citi -Lift service schedules for inspection by Pueblo Transit for three (3) years from the date of final payment under the Contract. Drivers shall record the actual amount of fare collected from each passenger in the designated column on each sheet at the time the fare was collected. All such fare records must be written in the individual operator's own handwriting, and not affected by erasure or obscured by correction fluid or tape. Mistakes shall be marked out with an "X" and the correct amount recorded immediately 16 above the mistake and initialed by the vehicle operator. Such documents shall be reviewed at Pueblo Transit's discretion. 13. Data Collection, Record - Keening and Reporting Contractor shall submit operating data and other information to the satisfaction of Pueblo Transit, according to a schedule established by Pueblo Transit. Contractor shall submit samples of data collection, record keeping and reporting forms as prescribed in this section for the Pueblo Transit's review. Contractor shall make reasonable modifications at the request of the Pueblo Transit and shall cooperate fully with Pueblo Transit if modifications are needed over time. Pueblo Transit may modify or expand the Contractor's data collection and reporting requirements at any time as necessary to accommodate its need to monitor any aspect of the Citi -Lift system. Contractor shall be required to submit the following documents, reports, and related assistance to Pueblo Transit. A. Daily Reports A work roster indicating the following information: run number; name and badge number of all drivers assigned to operate each run; scheduled and actual pull -out times of each run; scheduled and actual pull -in time; vehicle number(s) assigned to each run; revenue collected by vehicle; and daily mileage for each vehicle operated. A dispatch incident log recording the time, run number and nature of all occurrences, including but not limited to: Schedule delays of fifteen (15) minutes or longer; in- service vehicle breakdowns; vehicle and driver reliefs; accidents; incidents; wheelchair lift/ramp assisted passenger; and no- shows. 3. Daily revenue summary report as specified in Section 12 of this Scope of Services. B. Monthly Reports Operating report summarizing total passengers, revenue and deadhead miles and hours operated. 2. Service report indicating number of passengers in wheelchairs, number of trips not served within one hour of requested time, number of trips not served, cancellations, and subscription trips by time of day. C. Other Reports 1. Contractor shall collect National Transit Database random trip sample data as directed using forms provided by Pueblo Transit and provide other information required under National Transit Database. 2. Contractor shall cooperate with the Pueblo Transit in the conduct of periodic opinion and ridership surveys. Contractor shall permit personnel authorized by Pueblo Transit to review daily trip sheets and other records or to ride any vehicle at any time during normal operation for the purpose of monitoring the service. No fare shall be charged of such persons, provided that appropriate identification is shown to the driver. 14. Accounting All funds received and costs incurred in the performance of this project shall be maintained and recorded in an account separate from those used for other business activities of Contractor. All records relating to this project shall be available for inspection or audit by personnel or designated representatives of Pueblo Transit or the City. 17 15. Marketing Assistance Contractor may periodically be requested to participate in various aspects of Pueblo Transit's marketing program, including but not limited to: Distributing brochures and promotional information to passengers; conducting on- board surveys; making presentations and attending meetings as requested by Pueblo Transit. No materials shall be distributed unless approved by Pueblo Transit. 16. Non - Authorized Use of Revenue Vehicles Contractor shall not be permitted to use the revenue vehicles furnished by Pueblo Transit to provide the paratransit services described in this Scope of Services for any other service unless directed to do so, in writing, by Pueblo Transit. 17. Advertising on Vehicles No exterior or interior advertising shall be permitted on any revenue vehicle without the prior written approval of Pueblo Transit. This applies to both commercial and non - commercial advertising. C. Pueblo Transit's RESPONSIBILITIES 1. Service Characteristics Pueblo Transit shall have the exclusive right to determine all characteristics of Citi -Lift service. Pueblo Transit, at its sole option, may modify the service level, fare, eligibility criteria, or any other aspect of Citi -Lift service. 2. Revenue Vehicles Pueblo Transit shall furnish all vehicles used to provide Citi -Lift service. Vehicles shall be furnished in "AS IS" condition. Contractor shall maintain the revenue vehicles in a clean and orderly condition. Pueblo Transit makes no representation or warranty of any kind, express or implied, with respect to the vehicles, whether as to merchantability or fitness for a particular purpose or any other matter. As of the date of this agreement the revenue fleet includes the following vehicles: Unit # / Year MakelModel Approx. Mileage Seats Accessible Features # 826 / 1995 Ford Econoline 265,912 6 - 2 W/C W/C Lift # 827 / 1995 Ford Econoline 290,973 6 - 2 W/C W/C Lift # 828 / 1995 Ford Econoline 301,354 6 - 2 W/C W/C Lift # 829 / 2001 Ford Aerolite 141,100 6 - 2 W/C or 4 W/C W/C Lift # 830 / 2001 Ford Aerolite 152,241 6 - 2 W/C or 4 W/C W/C Lift # 831 / 2001 Ford Aerolite 148,084 6 - 2 W/C or 4 W/C W/C Lift # 832 / 2002 Ford Aerolite 155,260 6 -2 W/C or 4 W/C W/C Lift # 833 / 2003 Ford Econoline 93,746 6 -2 W/C or 4 W/C W/C Lift # 105 / 2006 Ford Econoline 35,372 6 -2 W/C or 4 W/C W/C Lift IE: # 205/2006 Ford Econoline 37,608 6 -2 W/C or 4 W/C W/C Lift # 305/2006 Ford Econoline 31,298 6 -2 W/C or 4 W/C W/C Lift All Citi -Lift revenue vehicles shall be housed at Pueblo Transit's operating facility located at 350 S. Grand Avenue near downtown Pueblo. Contractor shall have no right, title, or interest therein except for the right to use the vehicles within the terms set forth in this Contract. Pueblo Transit may substitute or replace revenue vehicles described herein. 3. Revenue Vehicle Maintenance Pueblo Transit shall provide all necessary maintenance and repair services for Citi -Lift revenue vehicles, except emergency repairs and such warranty services as are the obligation of the vehicle manufacturer and except for repairs resulting from accidents or drivers negligence which shall be the responsibility of the Contractor. Pueblo Transit shall be responsible for all normal expenses, as they are incurred, for maintenance or repairs to the vehicles, including labor, materials and parts which are required, except Contractor shall be responsible for repairs due to accidents or driver negligence. All maintenance shall be in accordance with the manufacturer's suggested maintenance schedule. Pueblo Transit shall be responsible for scheduling vehicles for routine maintenance. Pueblo Transit may inspect revenue vehicles at any time for the purpose of determining whether they are being properly cleaned and operated. Contractor shall require Citi -Lift drivers to conduct daily pre -trip inspections and submit reports on a form provided by Pueblo Transit. Each driver shall conduct a pre-trip inspection prior to placing any vehicle into revenue service or assuming responsibility for operating any vehicle at any time during the service day. The scope of the pre -trip inspection shall be consistent with the requirements for drivers possessing a Commercial Drivers License (CDL), even though drivers are not required to possess a CDL license. Items included in the pre -trip inspection shall include, but not be limited to: Directional signals and flashers; headlights; brake and tail lights; windshield wipers and washers; interior lights; horn; parking brake; door and seatbelt operation; wheelchair lift or ramp operation; farebox; fire extinguisher and availability of emergency safety equipment. All drivers shall submit completed inspection reports to Pueblo Transit's maintenance foreman or other designated employee prior to departing Pueblo Transit's yard with the vehicle. At the end of a shift, Drivers will return vehicles to Pueblo Transit's yard in the same state of cleanliness, both interior and exterior, as they were picked up. 4. Marketing Pueblo Transit shall be responsible for all marketing and promotional activities relating to the transit services provided, but may request assistance of Contractor as described in this Scope of Services. 5. Liaison with Local Jurisdictions Pueblo Transit shall be responsible for coordinating project activities with local and regional governmental jurisdictions, agencies and citizen groups. Contractor may, from time to time, be requested to attend staff meetings or perform specific liaison activities on behalf of, or in conjunction with, Pueblo Transit staff. 6. Level of Service Pueblo Transit shall authorize Contractor to operate up to eleven (11) revenue vehicles with the purpose to provide paratransit services and to avoid denial of service. The number of Revenue Vehicles may be increased by Pueblo Transit. 19 7. Suspension of Operation In the event of heavy snowfall, natural disaster, or other special circumstance which is outside of the control of Pueblo Transit and Contractor, Pueblo Transit's Manager may determine that some or all Citi -Lift service shall be suspended for a defined period of time. If a suspension of operation is declared during service hours, all Citi -Lift passenger return trips shall be provided before vehicles are removed from service. Under no circumstance shall any Citi -Lift passenger be stranded en -route or at a non - residential destination to which the passenger was taken by one of Contractor's drivers. In no case may Contractor suspend all or a part of its contract - related operations without the express written approval of Pueblo Transit's Manager or designated employee. Contractor may request permission of Pueblo Transit to suspend service for reasonable causes as detailed above, however, strikes and labor disputes involving Contractor's employees shall not be considered as a reason justifying suspension of service. D. PERFORMANCE STANDARDS/LIOUIDATED DAMAGES Contractor shall at all times operate paratransit services that meet or exceed the minimum performance standards described in this Scope of Services. Under the circumstances defined in Appendix B, Pueblo Transit will assess liquidated damages for performance which falls below a specified threshold with respect to the following areas: 1. Trips Denials 2, Schedule Adherence 3. Safety Performance 4. Submittal of Reports 5. Customer Complaints 6. Uniforms The schedule of liquidated damage amounts is listed in Appendix B "Liquidated Damages Amounts" 20 APPENDIX B LIQUIDATED DAMAGES AMOUNTS Pueblo Transit has established performance standards for Citi -Lift services. Contractor and Pueblo Transit stipulate and agree that anticipated damages for violations of such performance standards are uncertain in amount or difficult to be proved and therefore intend to liquidate such damages in advance and the amounts stated herein as liquidated damages are reasonable and proportionate to the presumed injury occurring as a result of any such violation. . PUEBLO TRANSIT shall provide notice to CONTRACTOR of its intent to assess liquidated damages within 24 hours after actual knowledge by Pueblo Transit of the occurrence. PUEBLO TRANSIT shall prosecute assessments for liquidated damages within the time frame required for payment of CONTRACTOR'S invoice during the same period that Pueblo Transit has actual knowledge of the event for which PUEBLO TRANSIT wishes to assess a liquidated damage. CONTRACTOR shall not be held to the performance standards required by this Agreement should Contractor's ability to provide the services be hindered by causes beyond its control, including but not limited to events such as accidents and inclement weather, so that it is not reasonable that Contractor could attain the performance standards. PUEBLO TRANSIT will not asses liquidated damages for the first 90 days from the commencement of CONTRACTOR'S service hereunder. PUEBLO TRANSIT shall not assess liquidated damages should CONTRACTOR'S failure be caused by PUEBLO TRANSIT'S failure to provide timely and proper maintenance of PUEBLO TRANSIT provided vehicles. 1. TRIPS DENIALS Liquidated damages of one hundred dollars ($100) will be assessed to Contractor for each denial of services to an entitled person, validated by Pueblo Transit staff. 2. SCHEDULE ADHERENCE Contractor shall operate all vehicles according to scheduled pickup and drop -off times. As a minimum standard of performance, Contractor will operate such that ninety percent (90 %) of all one -way passenger trips provided during a calendar month are on time. "On time" is defined as a passenger being picked up within a thirty (30) minute window consisting of plus ( +) or minus ( -) fifteen (15) minutes from the scheduled pickup time. The monthly determination of schedule adherence will be made by Pueblo Transit based upon a routinely selected sample of trips operated by Contractor. Pueblo Transit will determine the exact number of demand response passenger trips selected from completed operator trip manifests. 21 During any given month when Contractor's schedule adherence falls below 90 %, liquidated damages of one hundred and fifty dollars ($150) will be assessed, when it falls below 85 %, liquidated damages of two hundred and fifty ($250) will be assesses, when it falls below 80 %, liquidated damages of three hundred and fifty ($350) will he assessed. Contractor shall not falsify data. Pueblo Transit reserves the right to utilize its own employees as observers to monitor the performance of Contractor. If Contractor reports data differs from the observer's report, this may constitute grounds for termination of the Contract. 3. SAFETY PERFORMANCE Contractor will assess liquidated damages in the amount of two hundred and fifty dollars ($250) for any accident in which a fatality has occurred, an individual has been transported to a medical facility, or one or more vehicles requires a tow, unless Contractor establishes that the accident was not caused by or contributed to by the Vehicle driver. Contractor will assess liquidated damages in the amount of one hundred dollars ($100) for each traffic citation (moving violation) received by Contractor's drivers while providing paratransit services. 4. SUBMITTAL OF REPORTS Contractor will submit all data, records and reports required by Pueblo Transit within the timeframe established for each document. Liquidated damages of fifty dollars ($50) will be assessed if Contractor fails to submit the required reports on time. Pueblo Transit will not accept Contractor's monthly invoice until such time as all reports covering the calendar month represented by the invoice are provided. 5. CUSTOMER COMPLAINTS Contractor will assess liquidated damages in the amount of fifty dollars ($50) per occurrence for the third and each subsequent customer complaint regarding the quality of service provided by Contractor received during a calendar month and found to be valid by Pueblo Transit. 6. UNIFORMS Contractor's drivers personnel will adhere to the following uniform requirements: Tri- Color shirt 100% Cotton Pique Polo Shirt with City -Lift logo, various colors as approved by Pueblo Transit. Trouser, walking shorts (at the knee) shall be dark blue, black, or khaki, or other mutually agreed upon color pant approved by Pueblo Transit. Lightweight jacket with liner and Citi -Lift logo, Shoes/Belt/Socks - Medium brown or black, must match. Hat wear is optional, but will be a Pueblo Transit approved hat and color with a Citi -Lift Logo displayed on the front. Uniforms will, at all times, meet standards of cleanliness and appearance as set forth by the Contractor. Liquidated damages of twenty five dollars ($25) will be assessed per incident when Contractor's drivers are out of uniform. 22 7. ADDITIONAL REMEDIES The assessment and payment of liquidated damages shall be in addition to and not in substitution of Pueblo Transit's rights and remedies under this Contract. 23 ATTACHMENT A LEASE AGREEMENT THIS LEASE made this December 1, 2007 by and between the City of Pueblo, a Municipal Corporation, hereinafter referred to as "City", as Lessor, and MV Transportation, Inc. hereinafter referred to as "Lessee." 1. The City hereby leases to Lessee the following described property consisting of eleven (11), 6 to 12 passenger wheelchair accessible vans herein "Vehicles ": MAKE MODEL VEHICLE ID # 1995 Ford Econoline 826 1995 Ford Econoline 827 1995 Ford Econoline 828 2001 Ford Aerolite 829 2001 Ford Aerolite 830, 2001 Ford Aerolite 831 2002 Ford Econoline 832 2003 Ford Econoline 833 2006 Ford Econoline 105 2006 Ford Econoline 205 2006 Ford Econoline 305 on the following terms and conditions: The city reserves the right to substitute or replace vehicles described herein by written notice to Lessee identifying the vehicle. 24 2. Terms. This lease shall commence on date hereof and remain in effect during the effective period of the Contract for Citi -Lift Services of even date between Lessee and Pueblo Transit, unless sooner terminated as herein provided. 3. Ownership. The leased Vehicles shall at all times remain the sole and exclusive property of the City. Lessee shall have no right, title or interest therein except for the right to use the Vehicles on the terms set forth herein. 4 Acceptance of Equipment. Lessee represents that it has inspected the Vehicles leased hereunder, determined that they are suitable for the use intended, and accepts the Vehicles as delivered. LESSEE ACKNOWLEDGES AND AGREES THAT THE CITY HAS MADE NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE VEHICLES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessee hereby waives and agrees not to assert any claim or defense against the City by reason of any defect in the Vehicles or breach or alleged breach or any warranties, representations, service or maintenance agreements, express or implied, made by City, the manufacturer of the Vehicles, or any other person. 5. City Duties - Maintenance. Lessee understands and agrees that Pueblo Transit, and not the City of Pueblo shall provide all necessary maintenance and repair services for the Vehicles, except (i) emergency repairs and such warranty services as are the obligation of the Vehicle manufacturer, (ii) repairs necessitated by accident or by the negligent acts or omission of Lessee, its officers, agents or employees. 6. Duties - Maintenance. Lessee further understands and agrees that Pueblo Transit shall be responsible for all expenses, as they are incurred, of maintenance or repairs of the Vehicles, including labor, materials and parts that are required, except Lessee shall be responsible for repairs due to accidents or driver negligence. Maintenance shall be in accordance with the manufacturers suggested maintenance schedule, and Lessee shall be 25 responsible for scheduling Vehicles for routine maintenance with Pueblo Transit. Pueblo Transit may inspect the leased vehicles at any time for the purpose of determining whether they are being properly maintained. 7. Duties - Operation. Lessee shall at its own expense employ, control and supervise all operators and drivers of the leased Vehicles, and shall pay all expenses of operating the Vehicles, including but not limited to fuel, oil, tires, and other expenses listed herein. Lessee shall permit only duly licensed and qualified operators to drive and operate the Vehicles. 8. Insurance Lessee will obtain and pay the expense for maintaining collision and comprehensive insurance on the leased Vehicles against loss or damage caused by collision, upset, overtum, fire, theft or other casualty for each Vehicle. Lessee shall maintain automobile liability insurance covering each Vehicle in limits of not less than $1,000,000 for any one person injured or killed, nor less than $1,000,000 for injuries or death in any one occurrence, and not less than $500,000 for damage to property of others in any one accident. 9. Limitations on Use The Lessee agrees that the leased Vehicles shall be used solely for noncommercial transport of persons or property in connection with the regularly established programs of Lessee; that such use will be exclusively for transports of the elderly or disabled in compliance with the Citi -Lift Contract between Pueblo Transit and Lessee. 10. Other Provisions The parties further agree that use of the leased Vehicles are subject to the Federal Transit Administration Act, incorporated herein by reference. The parties further agree that employees of urban mass transportation carriers in the service area of the project, other than those represented by the union, may be afforded substantially the same levels of protection as are afforded to union members under the December 1, 1976 agreement as supplemented and any U.S. Department of Labor certification letter applicable thereto, which are also incorporated herein by reference. 26 12. 13. 14. Return Upon the termination of this Lease, or any extension hereof, Lessee shall return the leased Vehicles to the City in good interior, exterior and mechanical condition, ordinary wear and tear excepted. Indemnity The City assumes no liability for any acts or omissions of Lessee or its officers, agents or employees. Lessee hereby releases, indemnifies and agrees to defend and hold the City its officers, agents and employees harmless from any and all claims against the City of any nature whatsoever, arising out of this Lease or performance hereof by Lessee or resulting from the use or operation of the leased Vehicles by Lessee Assignment Upon termination of the Contract between Lessee and Pueblo Transit for the provision of paratransit services, this Lease shall immediately terminate. This Lease shall neither be assigned nor sublet by Lessee. Termination. This Lease may be terminated by either party immediately upon written notice of the other party for breach of any condition hereunder. This Lease may be terminated at any time and for any reason by mutual consent of the City and Lessee. IN WITNESS WHEREOF the patties have executed this Lease as of the date above written. City of Pueblo, A Municipal Corporation B Lia PreS.i ent Of City Council MV Public Transportation, Inc. By e,& /� Signature of Representative st 13, 2007 Date Date 27