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HomeMy WebLinkAbout12335RESOLUTION NO. 12335 A RESOLUTION APPROVING THE AWARDING OF A CONTRACT FOR SPECIALIZED TRANSPORTATION SERVICE, (RFP-12-003) TO MV PUBLIC TRANSPORTATION INC. WHEREAS, Proposals for Specialized Transportation Service (RFP-12-003) were received and examined; and WHEREAS, MV Public Transportation, Inc. submitted a responsive proposal; and WHEREAS, the Proposal of MV Public Transportation, Inc., of Fairfield, California, was determined by the Board of Directors of Pueblo Transit to be the most responsive and it is a responsible bidder; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Contract dated April 1, 2012 - December 31, 2016 between Pueblo Transit of Pueblo and MV Public Transportation, Inc., a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. Funds for said project shall be paid from the 515-1740-492-30-03 Pueblo Transit Citi-Lift fund. Compensation for subsequent calendar years will be subject to City Council annual appropriations. SECTION 2. The Vehicle Lease Agreement, Attachment A to the Contract for Citi-Lift Paratransit Services, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SECTION 3. The Sub-lease Agreement between Pueblo Transit of Pueblo and MV Public Transportation, Inc., for the lease of office space, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. INTRODUCED: March 26, 2012 BY: Leroy Garcia COUNCIL PERSON Background Paper for Proposed RESOLUTION AGENDA ITEM # M-2 DATE: March 26, 2012 DEPARTMENT: PUEBLO TRANSIT BRENDA BROYLES DIRECTOR OF PUEBLO TRANSIT TITLE A RESOLUTION APPROVING THE AWARDING OF A CONTRACT FOR SPECIALIZED TRANSPORTATION SERVICE, (RFP-12-003) 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 April 1, 2012 through December 31, 2016 to MV Public Transportation, Inc.? RECOMMENDATION Approval of Resolution. BACKGROUND After reviewing proposals submitted for the provision of the Citi-Lift paratransit services pursuant to RFP-12-003, the Pueblo Transit Board of Directors determined that the proposal submitted by MV Public Transportation, Inc., of Fairfield, California, was the most responsive and responsible bidder. FINANCIAL IMPACT The Contract cost for Pueblo Transit will be as follows: $615,484 for the period from March 1, 2012 through December 31, 2012 $749,826 for the period from January 1, 2013 through December 31, 2013 $767,655 for the period from January 1, 2014 through December 31, 2014 $795,666 for the period from January 1, 2015 through December 31, 2015 $814,558 for the period from January 1, 2016 through December 31, 2016 Funds for this project shall be paid from the 515-1740-492-30-03 Pueblo Transit Citi-Lift fund. CONTRACT FOR CITI -LIFT PARATRANSIT SERVICES BETWEEN PUEBLO TRANSIT, A NON - PROFIT CORPORATION AND MV TRANSPORTATION, INC. THIS Contract made and entered into this 1st day of March 1, 2012, 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 also located at 350 South Grand Avenue, Pueblo, CO 81003 (hereinafter referred to as Contractor). WITNESSETH: WHEREAS, Pueblo Transit has determined a need for complementary paratransit services (hereinafter referred to as Citi -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 March 1, 2012 through December 31, 2016 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. Scope Of Services Contractor shall, upon receipt of Pueblo Transit's notice to proceed, commence to perform on March 1, 2012 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 Services ") III. Time Of Performance The services to be performed under this Contract shall be for the period commencing March 1, 2012, and continuing through December 31, 2016. 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, Contractor will refund to Pueblo Transit, any and all profits made by Contractor during the final 12 months during the period prior to the termination. Contractor guarantees that it will not sell a majority of the outstanding common shares of the corporation during the term of this Contract, or during any extension thereof. 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) $615,484 for the period from March 1, 2012 through December 31, 2012. (B) $749,826 for the period from January 1, 2013 through December 31, 2013. (C) $767,655 for the period from January 1, 2014 through December 31, 2014. (D) $795,666 for the period from January 1, 2015 through December 31, 2015. (E) $814,558 for the period from January 1, 2016 through December 31, 2016. 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 ftfter 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. 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. Disputes 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: 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 activities or actions under this Contract, except where such claim or cause of action arises solely from the 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. XIII. Equal 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, religion, sex, sexual orientation, ancestry, disability, age 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, religion, sex, sexual orientation, ancestry, disability, age 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. 1. 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, religion, sex, sexual orientation, ancestry, disability, age 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, religion, sex, sexual orientation, ancestry, disability, age 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, religion, sex, sexual orientation, ancestry, disability, age 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. 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 authorized 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: Director of Transit 350 S. Grand Ave Pueblo, Colorado 81003 To Contractor if mailed by certified mail, postage prepaid to: MV Transportation Attn: General Manager 350 S. Grand Avenue Pueblo, Colorado 81003 XVII. 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. XVIII. Insurance The Contractor shall indemnify, defend and hold harmless Pueblo Transit and the City of Pueblo and its respective officers, agents, employees, and business visitors from any and all claims of damage to property or injury to person which may arise from the performance or services under this Contract. 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 Insurers 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 furnished 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) clays advance notice for policy cancellation due to non - payment of premium. XIX. Insnection 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. XXIII. 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 there from. 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 Majeure Pueblo Transit shall not be 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 Proram" 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. (III) 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 3.69 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. XXVIII. Collective Bargaining Agreement. 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. VOL Binding Effect This contract shall be binding upon and inure to the benefit of Pueblo Transit and Contractor and their respective successors. XXXI. Federal Changes Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. XXXII. No Federal Government Obligation To Third Parties Pueblo Transit and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to Pueblo Transit, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. XXXIII. Program Fraud And False or Fraudulent Statements and Related Acts The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq. and U.S.DOT regulations, "Program Fraud Civil remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. XXXIV. Incorporation of Federal Transit Administration (FTA) Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D, dated April 15, 1996, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Pueblo or Pueblo Transit requests which would cause Contractor to be in violation of the FTA terms and conditions. XXXV. Charter Bus Requirements The Contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. XXXVI. School Bus Requirements Pursuant to 69 U.S.C.5323(0 and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. IN WITNESS WHEREOF, Pueblo Transit and Contractor have executed this Contract as of the date first above written. Pueblo Transit By: Title: Pueblo Transi ' ' SIDENT Contra . Title: 0_,F0 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 leased from the City o 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 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. 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, which may be granted or denied in its sole and absolute discretion. 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. A General 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 General 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. Pueblo Transit shall not require that the General Manager be dedicated exclusively to the Citi -Lift project; however, Contractor must identify the percentage of the General Manager's time that will be dedicated to on -site management of Citi -Lift operations. At a minimum, the General 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 General 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 General 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 General Manager cannot be reached. Pueblo Transit shall direct all official correspondence and notifications to the General Manager for response and appropriate of actor.. - The Operators Manager - 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 General 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 General 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 General 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 General Manager without the written consent of Pueblo Transit. In the event that the General 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 General Manager, unless the departing employee has provided less notification to Contractor. In the interim period when the position of General Manager is vacant, Contractor shall assign a senior management official or other qualified supervisor approved by Pueblo Transit to serve as the interim General 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 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 drug/alcohol 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 Equipment 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 occurs. The system will be installed in all service vehicles contractor operates. 6. Telephone 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. 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 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 Dispatching 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. 8. 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 the 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 General 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. 9. Handling Operational Emergencies 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 -Fare 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 above the mistake and initialed by the vehicle operator. Such documents shall be reviewed at Pueblo Transit's discretion. 13. Data Collection, Record - Keeping 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 1. 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. 2. 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 1. 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. 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 March 1, 2012, the revenue fleet includes the following vehicles: ,ri Kt � T 1 P y ��� � .' , �`� '.� : :1Z �� 2006 Ford E-450 163,476 10 -or 4 WC W/C Lift 4 -or 4 WC 2006 Ford E-450 155,301 10-or 4 WC W/C Lift 4 -or 4 WC 2007 Ford E-450 126,901 l0 -or 4 WC W/C Lift 4 -or 4 WC 2010 Ford E-450 68,534 10 -or 4 WC W/C Lift 4 -or 4 WC 2010 Ford E-450 73,153 10 -or 4 WC W/C Lift 4 -or 4 WC 2010 Ford E-450 68,565 10 -or 4 WC W/C Lift 4 -or 4 WC 2010 Ford E-450 40,381 10 -or 4 WC W/C Lift 4 -or 4 WC 2010 Ford E-450 44,745 410 -or 4 WC W/C Lift 4 -or 4 WC 2010 Ford E-450 43,005 10-or 4 WC W/C Lift 4-or 4 WC 2010 Ford E-450 40,199 10 -or 4 WC W/C Lift 4 -or 4 WC 2010 Ford E-450 40,334 10 -or 4 WC W/C Lift 4 -or 4 WC 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. 3. Revenue Vehicle Maintenance Pueblo Transit shall provide all necessary maintenance and repair services for Citi -Lift revenue vehicles, except emergency repairs, such warranty services as are the obligation of the vehicle manufacturer, and 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. In addition, Pueblo Transit will provide, at the rate of $85 per labor hour plus cost for parts, all necessary maintenance and repair services for MV's spare vehicles, except emergency repairs, such warranty services as are the obligation of the vehicle manufacturer, and repairs resulting from accidents or drivers negligence which shall be the responsibility of the Contractor. 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 maintained. 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. 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/LIQUIDATED 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 ". 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 liquidated damages. CONTRACTOR shall not be held to the performance standards required by this agreement should contractor's ability to provide the service 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 shall not assess liquidated damages should CONTRACTO'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. 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 be 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 driver 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. 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. ATTACHMENT A VEHICLE LEASE AGREEMENT THIS LEASE made this March 1, 2012 by and between the City of Pueblo, a Municipal Corporation, hereinafter referred to as "City ", as Lessor, and MV Public 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 NUMBER VEHICLE ID # 2006 Ford Econoline two (2) 105, 305 2007 Ford E-450 one (1) 207 2010 Ford E -450 eight (8) 20,21,22,23, 24,25,26,27 on the following terms and conditions: 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 with all faults. 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, (ii) such warranty services as are the obligation of the Vehicle manufacturer, and (iii) 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 manufacturer's suggested maintenance schedule, and Lessee shall be 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, overturn, 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. 11. 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. 12. 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. 13. 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. 14. Termination. Upon termination of the Contract between Lessee and Pueblo transit for the provision of paratransit services, this lease shall immediately terminate. 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 parties have executed this Lease as of the date above written. City of Pueblo, A Municipal Corporation By: ca,.. A3 at> � VAS /la-- Pueblo Transit President Date t r �' . sp ortation, Inc. By: _ l ; I r�3 Signature of Representative Date A SUB -LEASE BETWEEN PUEBLO TRANSIT AND MV PUBLIC TRANSPORTATION THIS SUB -LEASE is entered into as of April 1, 2012 by and between Pueblo Transit, a Colorado Non - Profit Corporation ( "Lessor ") and MV Public Transportation, Inc., a California Corporation authorized to do business in the State of Colorado ( "Lessee "). WHEREAS, Lessor is the primary Lessee from the City of Pueblo of certain Sub -Leased Premises and Common Areas described below; and WHEREAS, Lessee is desirous of sub - leasing the Sub -Leased Premises and certain Common Areas and Lessor is willing to sub -lease the Sub - Leased Premises and Common Areas to Lessee upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants and conditions contained herein, Lessor and Lessee hereby agree as follows: TERMS AND CONDITIONS 1. SUB - LEASED PREMISES AND COMMON AREAS. 1.01 Lessor sub -leases to Lessee, and Lessee sub -leases from Lessor, the following Sub - Leased Premises, upon and subject to the covenants, provisions and conditions herein: Office #138 (156 sq. feet) and Office #146 (143 sq. feet) at 350 S. Grand, Pueblo, Colorado. 1.02 Lessee shall have certain limited use of the following Common Areas at 350 S. Grand, Pueblo, Colorado under the terms of this Sub -Lease: Conference Room Lounge Parking Lot 1.03 This Sub -Lease and Lessee's use of the Sub -Leased Premises and Common Areas are subject to, and conditioned upon the Prime Lease between the City of Pueblo and Pueblo Transit, and all applicable zoning and land use laws, ordinances, codes and regulations governing and regulating the Sub -Leased Premises and its use. —1— 2. TERM. The Term of this Sub -Lease shall be from April 1, 2012 to December 31, 2016, unless sooner terminated as herein provided. 3. RENT. 3.01 Lessee shall pay to Lessor rent in the amount of Two - Hundred - Ninety -Five ($295.00) per month for use of the Sub -Leased Premises and Common Areas. 3.02 Rent shall be due in advance on the first day of each month. 4. DEPOSIT. In the event that Lessee fails to pay rent or any other fee due under this Sub -Lease or fails to perform any obligation at any time under this Sub - Lease, Lessor may draw from a $590 deposit already paid to remedy Lessee's default. In the event that the Lessor draws from this deposit to remedy Lessee's default, Lessor shall notify Lessee in writing and require Lessee to replenish the deposit to the original level. Failure to comply with this section shall constitute a material breach of this Sub - Lease. 5. USE OF SUB - LEASED PREMISES AND COMMON AREAS. 5.01 The Sub - Leased Premises and Common Areas shall be used by only three of Lessee's employees and only for the purpose of dispatch and office space, except as specifically provided otherwise in this Sub -Lease. The Sub -Leased Premises shall not be used for any other purposes whatsoever without first obtaining the Lessor's express written consent. 5.02 Lessee shall use the Sub -Leased Premises and Common Areas in a careful, safe and proper manner in compliance with all laws and regulations applicable to the Sub -Leased Premises and Lessee's use thereof. Lessee shall not cause, maintain or permit any damage, nuisance, or waste in, on, or about the Sub -Leased Premises, including but not limited to the curb, gutter, and sidewalk along the frontage of the Sub -Leased Premises. 5.03 Lessee shall instruct its employees on the limits this Sub -Lease places on their use of the Sub -Leased Premises and Common Areas and their obligations under this Sub -Lease, and shall monitor its employees and their use of the Sub -Leased Premises and Common Areas to ensure that they use the same in a careful, safe and proper manner in compliance with this Sub -Lease and all laws and regulations applicable to the Sub -Leased Premises and Common Areas and do not cause, maintain or permit any damage, breach of this Sub -Lease, violation of any law, nuisance, or waste in, on, or about the Sub -Leased Premises or Common Areas. 5.04 Lessee may use the Lounge in the Common Areas for the purpose of holding one —2— meeting per month for approximately two hours with Lessee's drivers. 5.05 Lessee's employees may use the Common Area Parking Lot for parking three vehicles on any day, and for the parking of Lessee's drivers during one meeting per month for approximately two hours. 5.06 Lessee's three employees may use the Common Area Lounge, including coffee provided there. 5.07 Lessor may adopt rules for Lessee's use of the Sub - Leased Premises and Common Areas and give notice of such rules to Lessor as provided in this Sub -Lease. Violation of such rules by Lessee or its directors, officers, employees, agents, or guests shall constitute a material breach of this Sub -Lease and grounds for termination of the same. 6. CONDITION OF PREMISES. 6.01 IT IS UNDERSTOOD AND AGREED THAT THE SUB- LEASED PREMISES ARE SUB- LEASED "AS IS, WHERE IS, WITH ALL ITS FAULTS" AND THAT LESSOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTY OR REPRESENTATION OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUB- LEASED PREMISES, INCLUDING, .BUT NOT LIMITED TO, ANY WARRANTY OR REPRESENTATION AS TO SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, PHYSICAL OR ENVIRONMENTAL CONDITIONS, UTILITIES, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE SUB - LEASED PREMISES WITH GOVERNMENTAL AND ENVIRONMENTAL LAWS AND REGULATIONS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY DOCUMENT OR OTHER INFORMATION PROVIDED TO LESSEE BY LESSOR OR ANY OTHER PERSON, OR ANY OTHER MATTER OR THING REGARDING THE SUB - LEASED PREMISES. 6.02 The taking of possession of the Sub -Leased Premises by Lessee shall be conclusive evidence that the Lessee accepts the Sub -Leased Premises in its then present condition and that the Sub -Leased Premises are in good and satisfactory condition at the time such possession was taken. 7. ALTERATIONS AND IMPROVEMENTS. 7.01 Lessee shall not make or install any additions, alterations, equipment or improvements in or to the Sub -Leased Premises ( "Alterations ") without Lessor' s prior written consent, including but not limited to water taps, water lines, water pumps, changes in drainage, changes in grade or elevation, walls, banks, signs, fences, or enclosures of any kind. 7.02 Lessee shall remove all equipment and improvements made to the Sub -Leased Premises by Lessee at the termination of this Sub -Lease. 7.03 Lessee shall not permit or allow any lien to be filed or recorded against the Sub - -3— Leased Premises or Lessor's or Lessee's interest therein. 8. RIGHT OF ENTRY. Lessor and its directors, officers, employees, agents and representatives may enter the Sub - Leased Premises and Common Areas at any time without notice to Lessee or its employees and such entry shall not violate any express or implied covenant under this Sub -Lease. 9. TERMINATION. Lessor may terminate this Sub - lease for any reason upon thirty (30) days prior written notice. 10. ASSIGNMENT. 10.01 Lessee shall not voluntarily or by operation of law assign, rent or sublet all or any part of the Sub -Leased Premises or Lessee' s interest therein without the express written consent of Lessor, which consent may be denied at the sole and absolute discretion of Lessor. Any assignment or attempted assignment or subletting of the Sub -Leased Premises or any interest herein by Lessee without Lessor's express written consent shall be null and void. No such assignment or subletting nor Lessor' s consent thereto shall release or discharge Lessee from any obligation or liability under this Sub - Lease. Lessor may, in its sole and absolute discretion, condition any assignment or sub- letting of the Sub -Leased Premises or Lessee's interest herein upon the payment of an assignment fee of $2,500 and/or an increase in rent. 10.02 Lessee may license and permit third persons ( "Licensees ") to enter the Sub -Leased Premises solely for the purpose of erecting the water tank and drive -under water truck filling station, connecting water supplies and water lines, filling water trucks, and filling, grading, compacting and seeding soil on the Sub -Leased Premises or making any other repairs to the Sub - Leased Premises. SECTION 11. INSURANCE, INDEMNITY, AND RELEASE. 11.01 Lessee shall, within ten (10) days after this Sub -Lease is executed by both parties, provide to the Lessor the following Certificates of Insurance showing that Lessee has obtained the following insurance coverages. Lessee shall maintain all such insurance coverages at all times during the term of this Sub -Lease: (1) Workers' Compensation Insurance complying with statutory requirements in Colorado and in any other state or states where the work is performed. The Workers' Compensation Insurance policy shall contain an endorsement waiving subrogation against the Lessor. (2) Commercial General Liability ( "CGL ") Insurance issued to and covering the liability of Lessee, and naming the City of Pueblo, Pueblo Transit, and their directors, —4— officers and employees as additional insureds with respect to all work performed by Lessee and its subcontractors and subcontractors under this Sub -Lease, to be written on a Commercial General Liability policy form CG 00 01, with coverage limits of not less than One Million Dollars ($1,000,000.00) per person and occurrence for personal injury, including but not limited to death and bodily injury, and One Million Dollars ($1,000,000.00) per occurrence for property damage. This CGL policy shall also provide coverage for contractual liability assumed by Lessee under the provisions of this Sub - Lease. 11.02 Every insurance policy and certificate of insurance specified in subsection (a) of this Section shall contain a provision requiring that Insuror shall notify the Lessor in writing, in the manner provided in this Sub -Lease, in the event that any such policy or coverage is revoked, terminated, rescinded, or lapses. 11.03 Lessee forever releases and waives any and all claims, known and unknown, presently existing or arising in the future, and any suit or action in law or equity against the City of Pueblo, Lessor, and their directors, officers, employees, agents and independent contractors ( "Released Parties ") in any court or tribunal, based on tort, statute, violation of civil rights, or any other legal theory, for any physical injury, psychological injury, death, or property damage or loss that Lessee may suffer, related to or caused by the Released Parties which are in any way related to the Sub -Leased Premises, Common Areas, any of the activities under this Sub -Lease, or any vehicle, object, thing, or activity in or on the Sub -Leased Premises or Common Areas. 11.04 Lessee shall not file, pursue or prosecute any suit, action or proceeding, in law or in equity, in any court or tribunal, against the Released Parties, based on tort, statute, violation of civil rights, or any other legal theory, for any physical injury, psychological injury, death, or property damage or loss that Lessee may suffer related to or caused by the Released Parties which are in any way related to the Sub -Leased Premises, Common Areas, any of the activities under this Sub -Lease, or any vehicle, object, thing, or activity in or on the Sub -Leased Premises or Common Areas. 11.05 Lessee shall indemnify, defend and hold harmless the Released Parties against any liability for any damages, attorneys fees, and restitution that may be imposed by any court or tribunal in any suit, action or proceeding in law or equity filed by any person or entity based on tort, statute, violation of civil rights, or any other legal theory, for any physical injury, psychological injury, death, or property damage or loss that Lessee may suffer, related to or caused by the Released Parties which are in any way related to the Sub - Leased Premises, Common Areas, any of the activities under this Sub -Lease, or any vehicle, object, thing, or activity in or on the Sub -Leased Premises or Common Areas. 12. HOLDING OVER. There shall be no holding over under this Sub -Lease. Upon termination, Lessee shall immediately vacate the Sub -Leased Premises and immediately surrender possession thereof to —5— Lessor. 13. QUIET POSSESSION. Lessee has no right of quiet or peaceable possession under this Sub - Lease. 14. DEFAULT. 14.01 In the event of default at any time by Lessee in the performance of any of its covenants and obligations herein contained, and such default is not cured within five (5) days after written notice specifying the default is given by Lessor to Lessee, then in such event, Lessor shall have the right, upon three (3) days' notice in writing to Lessee specifying the date of termination, to terminate this Sub -Lease and reenter and take possession of the Sub -Leased Premises. 14.02 If Lessee violates any of the terms and provisions of this Sub -Lease or defaults in any of its obligations hereunder, such violation may be restrained or such obligation enforced by injunction at the instance and request of Lessor without the showing of any special damages or an inadequate remedy at law. 15. ENVIRONMENTAL PROVISIONS. 15.01 For the purpose of this Sub -Lease, "Hazardous Materials" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local government authority, the State of Colorado or the United States government and shall include, but not be limited to (1) substances defined as "hazardous waste ", "restricted hazardous waste ", "hazardous substance" or "hazardous material" under any applicable federal, state or local law or regulation ( "Environmental Regulations "), (2) asbestos - containing materials, (3) PCBs, (4) petroleum or petroleum based products, and (5) lead. 15.02 Lessee will comply with Environmental Regulations that are applicable to the Lessee and its use of the Sub -Leased Premises. No activity shall be undertaken by the Lessee, its guests, Licensees, employees, agents, invitees, contractors or subcontractors, on all or any portion of the Sub -Leased Premises which would cause or permit: (i) the presence, use, generation, release, discharge, storage or disposal of any Hazardous Material in, on, under, about, or from the Sub - Leased Premises or any part thereof in violation of any Environmental Regulations; (ii) any portion of the Sub -Leased Premises to become a hazardous waste treatment, storage or disposal facility without receiving proper governmental authorization, and in compliance with all Environmental Regulations; or (iii) the discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions without receiving proper governmental authorization, and in compliance with all Environmental Regulations, including, without limitation, the Federal Water Pollution Control Act, U.S.C. Section 1251 et seq. and the Clean Air Act, 42 U.S.C. Section 7401 et seq. —6— 15.03 Lessee agrees to defend, indemnify and forever hold harmless the City of Pueblo, Lessor, and their directors, officers, employees, agents, successors, and assigns, as their interest may appear, from all claims, losses, damages, penalties, expenses and costs, including, but not limited to, attorneys' fees, characterization, remediation and cleanup costs, incurred by reason of the use, storage, generation, release, discharge, maintenance, disposal, or removal of Hazardous Materials in, on, under, about, or from the Sub -Leased Premises, or any part thereof, by Lessee, its employees, agents, licensees, invitees, contractors and subcontractors. 16. NOTICES. Any notice, demand or request provided in this Sub -Lease shall be in writing and sent by certified mail, return receipt requested to the other Party at the addresses listed below or at such other address as each party may provide the other by notice as provided in this section. Such notice shall be deemed to have been given when deposited in the regular United States mail: If to Lessor: Brenda Broyles 350 S. Grand Pueblo, Colorado 81003 With an additional copy to: City Attorney City of Pueblo 503 N. Main St. Suite 203 Pueblo, CO 81003 If to Lessee: MV Public Transportation, Inc. 350 S. Grand Avenue Pueblo, CO 81003 17. RELATIONSHIP. Nothing in this Sub -Lease is intended to, or shall be deemed to constitute, a partnership or joint venture between the Parties, or to create any agency or partner relationship between the Parties. Neither Party shall hold itself out as a partner, joint venture, agent, or representative of the other under this Sub -Lease. 18. ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute any additional documents or take any additional action that may be necessary to carry out this Sub - Lease. 19. FORCE MAJEURE. Any delays in or failure of performance by any party of its obligations under this Sub -Lease shall be excused if such delays or failure are a result of acts of God, fires, floods, storms, lightning strikes, labor strikes, labor disputes, accidents, regulations or orders of civil or military authorities, shortages of labor or materials, or other causes, similar or —7— dissimilar, which are beyond the control of such party. 20. BINDING EFFECT. This Sub -Lease shall inure to the benefit of, and be binding upon, the Parties, their respective legal representatives, successors, and assigns; provided, however, that nothing in this paragraph shall be construed to permit the assignment of this Sub -Lease except as otherwise expressly authorized herein. 21. SECTION CAPTIONS. The captions of the Sections in this Sub -Lease are set forth only for the convenience and reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of this Sub -Lease. 22. INTEGRATION, SEVERABILITY, AMENDMENT, AND COUNTERPARTS. This Sub -Lease represents the entire agreement between the Parties and supersedes all prior discussions and written agreements or understandings. This Sub -Lease may be amended only by an instrument in writing signed by the Parties. If any provision of this Sub -Lease is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Sub -Lease shall continue in full force and effect. This Sub -Lease may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one and the same agreement. 23. NO THIRD PARTY BENEFICIARIES; NO WAIVER OF IMMUNITIES. Nothing in this Sub -Lease is intended, nor should it be construed, to create any rights; claims, or benefits or assume any liability for or on behalf of any third party, or to waive any immunities or limitations conferred under federal or state law, including but not limited to the Colorado Governmental Immunity Act, § 24 -10 -101 et seq., C.R.S. 24. WAIVER OF BREACH. A waiver by any party to this Sub -Lease of the breach of any term or provision of this Sub -Lease shall not operate or be construed as a waiver of any subsequent breach by either party. 25. GOVERNING LAW AND VENUE. This Sub -Lease shall be governed by the laws of the State of Colorado. Venue for any action arising under this Sub -Lease or for the enforcement of this Sub -Lease shall be in a state court with jurisdiction located in Pueblo County, Colorado. • 26. CERTAIN PROVISIONS SURVIVE EXPIRATION OF TERM AND TERMINATION. The provisions of this Sub -Lease pertaining to insurance, indemnification, releases, waivers, payments to the Lessor, and liability shall survive the expiration of the term of this Sub -Lease and termination of this Sub -Lease and continue in effect for a period of five years following the termination of this Sub -Lease and for such further time as it may take to completely and finally negotiate, settle, or litigate any claim or suit concerning the same. 27. NO MULTI - FISCAL YEAR OBLIGATION ON CITY. This Sub -Lease is expressly made subject to the limitations of the Colorado Constitution. Nothing herein shall constitute, nor —8— be deemed to constitute, the creation of a debt or multi -year fiscal obligation or an obligation of future appropriations by the City Council of the City of Pueblo, contrary to Article X, § 20 Colorado Constitution or any other constitutional, statutory or charter debt limitation. Notwithstanding any other provision of this Sub - Lease, with respect to any financial obligation of the City which may arise under this Sub -Lease in any fiscal year after 2011, in the event the budget or other means of appropriations for any such year fails to provide funds in sufficient amounts to discharge such obligation, such failure shall not constitute a default or breach of this Sub -Lease, including any sub- agreement, attachment, schedule, or exhibit thereto, by the City. 28. ATTORNEY'S FEES AND COSTS OF COLLECTIONS. In the event that it becomes necessary for the City to bring any action or proceeding to collect unpaid utilities, damages, janitorial fees, costs, or other sums due under this Sub -Lease, to enforce any provision of this Sub -Lease, to recover damages for Lessee's breach of this Sub - Lease, or to seek specific performance of this Sub - Lease, the City shall be entitled to collect its reasonable attorneys fees, costs of suit, and costs of collection as part of the judgment in such action or proceeding. 29. AUTHORITY OF SIGNERS. Each person signing this Sub -Lease on behalf of a party represents and warrants that he or she has the requisite power and authority to enter into, execute, and deliver this Sub -Lease on behalf of such party and that this Sub -Lease is a valid and legally binding obligation of such party enforceable against it in accordance with its terms. IN WITNESS WHEREOF, Lessor and Lessee, by their duly authorized representatives, have executed this Sub -Lease on the day and year first above written. PUEBLO TRANSIT, MV PUBLIC T ' SPORTATION, INC. a Colorado Non - Profit a Ca ' o P. rpo • n authorized to do Corporation b : / • f Colorado By: 1 1111,10- _,,,r- President of Pueblo Transit Board Prcgi dent CFO of Directors Name: ',In till - xi 501 ! Name: bract. CorYvA ATTEST: \ ,,� ATTEST: k2,e9 APPROVED AS TO FORM: �nr City Attorne —9—