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HomeMy WebLinkAbout06219ORDINANCE NO. 6219 AN ORDINANCE CREATING AND FORMING PUEBLO TRANSIT, A COLORADO NONPROFIT CORPORATION AS AN AGENCY AND INSTRUMENTALITY OF THE CITY OF PUEBLO, A MUNICIPAL CORPORATION TO PROVIDE LABOR FOR AND TO OPERATE THE CITY OF PUEBLO'S PUBLIC MASS TRANSPORTATION SYSTEM, DISSOLVING PUEBLO TRANSPORTATION CO., APPROVING AN AGREE- MENT BETWEEN THE CITY OF PUEBLO AND PUEBLO TRANSIT RELATING TO THE OPERATION OF PUEBLO'S PUBLIC MASS TRANSPORTATION SYSTEM AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME WHEREAS, the City of Pueblo owns a public mass transportation system including all buses, equipment, and facilities therefor, and WHEREAS, the City of Pueblo's public mass transportation system has been operated under agreement with the City of Pueblo by Pueblo Transportation Co., and it is desirous to terminate such agreement and to dissolve Pueblo Transportation Co., and WHEREAS, the City of Pueblo by this Ordinance will create and form a Colorado nonprofit corporation as an agency and instrumentality of the City of Pueblo to provide labor for and to operate its mass transportation system, and WHEREAS, it would be in the best interest of the City of Pueblo and its citizens to create and form such nonprofit corporation as an agency and instrumentality of the City of Pueblo for such purposes. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The City Council hereby finds, determines and declares that this Ordinance and the formation and creation of a Colorado nonprofit corporation as an agency and instrumentality of the City of Pueblo to provide labor for and to operate its public mass transportation system is necessary for and will promote the public peace, welfare, health and safety. SECTION 2 Pueblo Transit, a Colorado nonprofit corporation shall be created and formed as an agency and instrumentality of the City of Pueblo to provide labor for and to operate the City of Pueblo's mass transportation system. The Articles of Incorporation of Pueblo Transit attached hereto, and all actions heretofore taken by the officers and employees of the City to form Pueblo Transit are authorized, approved and ratified. SECTION 3 The Agreement between Pueblo, a municipal corporation and Pueblo Transit, a Colorado nonprofit corporation, a copy of which is attached hereto and incorporated herein, having been approved as to form by the City Attorney, is hereby approved. The President or Vice President of the City Council is authorized to execute and deliver the Agreement in the name of the City of Pueblo, and the City Clerk is directed to affix the seal of the City of Pueblo thereto and to attest same. SECTION 4 Pueblo Transportation Co. shall be dissolved and the City of Pueblo as the owner of all the issued and outstanding shares of Pueblo Transportation Co. by and through its City Council does hereby vote in favor of such dissolution. The officers and employees of the City of Pueblo are authorized to take all action and to execute and deliver in the name of the City of Pueblo all instruments and documents necessary and required to dissolve Pueblo Transportation Co., including without limitation, the preparation and filing of Articles of Dissolution with the Colorado Secretary of State. SECTION 5 This Ordinance shall become effective upon final passage. -2- INTRODUCED: July 14, 1997 ATTEST: City Clerk By: Samuel Corsentino Councilperson APPROVED: President of e City Council -3- A • ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF PUEBLO TRANSIT The organizational meeting of the Board of Directors of Pueblo Transit was duly held on Orce,-.4,notie 3/ , 1997 in Pueblo, Colorado. Present were Lewis Quigley, Billy Martin and Donald J. Saling, all of the initial Directors named in the Articles of Incorporation. Thereupon, on motion duly seconded and unanimously passed, the Board of Directors took the following actions: (a) Approved and adopted the Bylaws of Pueblo Transit, a copy of which are attached to these minutes. (b) Elected the following officers to serve until their successors are duly elected: President - Donald J. Saling Vice- President - Lewis Quigley Secretary- Treasurer - Billy Martin (c) Designated the Department of Finance of the City of Pueblo as the depository of the corporation's funds. (d) Approved and authorized the execution and delivery of the Agreement between the City of Pueblo and this Corporation to provide labor for and to operate the City of Pueblo's public mass transportation system, a copy of which is attached to these minutes. (e) Approved and authorized the execution and delivery of the Assignment And Consent between this Corporation and Pueblo Transportation Co., a copy of which is attached to these minutes. (f) Authorized the officers of this Corporation to perform all acts and execute all documents necessary and required to consummate the transactions contemplated by the Agreement described in (d) above, and the Assignment And Consent described in (e) above. (g) Adopted a seal for this Corporation. There being no further business to come before this meeting, same was adjourned. htf Secretary b i CONSENT AND APPROVAL We, the undersigned constituting all of the Directors of the Board of Directors of Pueblo Transit do hereby consent to, approve, confirm and ratify all actions of the Board of Directors of Pueblo Transit described in the foregoing minutes. Dated 06--t4-A4454. , 1997. Lewis Quigley AILG/i/.4x±" Billy Martin .C�o ( �Q 1G2 .1V Donald J. Saling -2- BY LAWS OF PUEBLO TRANSIT ARTICLE I NAME AND OBJECT OF CORPORATION Section 1. Name. This Corporation shall be known as Pueblo Transit, hereinafter called the Corporation. Section 2. Object. The object of the Corporation shall be to provide labor for and to operate the City of Pueblo's public mass transportation system as an agency and instrumentality of the City of Pueblo for the mutual benefit of the City of Pueblo and its citizens. ARTICLE II GOVERNMENT Section 1. Board of Directors. All corporation powers and the general management of the business and affairs of the Corporation shall be vested in the Board of Directors, who shall comprise and consist of the person then occupying the following positions with the City of Pueblo: City Manager, Director of Finance, and Director of Transportation. Section 2. Officers. The Officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, selected from the Board of Directors, as provided in Section 1 of Article III. The Secretary and Treasurer may be one person. ARTICLE III ELECTION OF OFFICERS Section 1. Election of Officers. The Board of Directors shall elect from among their number a President, a Vice President, a Secretary, and a Treasurer. The meeting of the Board of Directors to elect Officers shall be held annually during the month of February. Officers elected shall hold office until new Officers are elected. ARTICLE IV VACANCIES IN OFFICE Section 1. Vacancy. If a vacancy occurs among the Officers or in the Board of Directors, the vacancy shall be filled by the Board of Directors. ARTICLE V DUTIES OF OFFICERS Section 1. President. The President shall preside at all meetings of the Board of Directors and shall appoint such committees as he shall consider expedient or necessary. Section 2. Vice President. In the absence of the President, the Vice President shall perform his duties, and, in the absence of both President and Vice President, the Treasurer shall preside and assume the duties of the President. Section 3. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors; shall, if requested, read such minutes at the close of each meeting for approval; and shall give all notices for meetings of the Board of Directors. He shall perform such other duties as may be required of him by the Bylaws, the President, or the Board of Directors. Section 4. Treasurer. The Treasurer shall have charge of all receipts and moneys of the Corporation, deposit them in the name of the Corporation in a depository approved by the Board of Directors, and disburse funds as ordered or authorized by the Board of Directors. He shall keep regular accounts of his receipts and disbursements, submit his record when requested, and give an itemized statement at regular meetings of the Board of Directors. He shall sign checks and withdrawal slips on behalf of the Corporation upon any and all of its depositories, and the same shall be honored on his signature alone. Section 5. Executive of Instruments. The President and the Secretary or the Treasurer shall, on being so directed by the Board, sign all leases, contracts, or other instruments in writing. ARTICLE VI DUTIES AND POWERS OF BOARD OF DIRECTORS Section 1. Management of Corporation. The Board of Directors shall have general charge and management of the affairs, funds, and property of the Corporation. The Board of Directors shall have full power, and it shall be the Board's duty, to carry out the purposes of the Corporation according to its Articles of Incorporation and Bylaws. Section 2. Place of Directors' Meetings. The meetings of the Board of Directors shall be held in the City of Pueblo, Colorado. Section 3. Meetings of Directors. The Board of Directors shall hold such regular and special meetings required for the efficient and appropriate management of the Corporation's business and affairs: Notice of Board of Directors meetings shall be given at least twenty -four hours prior to such meeting. Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of Directors present at a meeting at which a quorum shall be present shall be the act of the Board of Directors. Section 5. Informal Action by Directors. Any action required or permitted by the Board of -2- Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. Any member of the Board of Directors may participate in a meeting of the Board of Directors by means of telephone conference or similar communication equipment by which all persons participating in the meeting can hear each other at the same time. ARTICLE VII COMPENSATION OF DIRECTORS AND OFFICERS Neither the Officers nor Directors shall receive any salary or compensation for services rendered to the Corporation. ARTICLE VIII MISCELLANEOUS Section 1. Fiscal year. The fiscal year of the Corporation shall be from January 1 through December 31. Section 2. Indemnification. The Corporation shall indemnify and hold harmless its Directors and Officers to the extent permitted and authorized by the Colorado Nonprofit Corporation Act. Section 3. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the full Board of Directors at any meeting of the Board of Directors. CERTIFICATE I hereby certify that the foregoing Bylaws of Pueblo Transit were adopted by the Board of Directors at a meeting of the Board of Directors duly held on aaz .4i - be , 1997. 6 44.4.4 t ... Secretary -3- SPECIAL MEETING OF THE BOARD OF DIRECTORS OF PUEBLO TRANSPORTATION CO. A special meeting of the Board of Directors of Pueblo Transportation Co. was held in Pueblo, Colorado on samzeovetArre 3./ , 1997. Present were Lewis Quigley, Billy Martin, and Donald J. Saling, constituting all of the members of the Board of Directors. After full discussion, upon motion duly made and seconded, the following resolution was unanimously adopted: Resolved, that Pueblo Transportation Co. be dissolved and that after providing for all the appropriate debts of the Corporation, the remaining assets of the Corporation of whatsoever kind and wheresoever situated be assigned and transferred to Pueblo, a municipal corporation, the sole shareholder of Corporation in complete cancellation and redemption of all the issued and outstanding shares of Corporation. Resolved further, that the appropriate officers of the Corporation be and they hereby are authorized and directed to (a) file Articles of Dissolution with the Secretary of State of the State of Colorado, and (b) do or cause to be done such actions and things as they may deem proper or necessary to carry out the dissolution and liquidation of the Corporation and to fully effectuate the purposes hereof. Resolved further, that this plan of liquidation and dissolution of Corporation be recommended to the sole shareholder, Pueblo, a municipal corporation. There being no further business to come before this meeting, same was adjourned. Jry Q �Q 64/14,6t Secretary CONSENT AND APPROVAL We, the undersigned constituting all of the Directors of the Board of Directors of Pueblo Transportation Co. do hereby consent to, approve, confirm and ratify all actions of the Board of Directors of Pueblo Transportation Co. taken and described in the foregoing minutes. Dated ,ei re 'al , 1997. r Lewis Quigley Al) 4 41,04,,...: Billy Marti Donald J. Saling TRANSFER In consideration of Ten Dollars and other good and valuable consideration and upon dissolution of Pueblo Transportation Co., a Colorado corporation, Pueblo Transportation Co. transfers, sells, and assigns all of its assets to City of Pueblo, a municipal corporation being and constituting the sole shareholder of Pueblo Transportation Co. City of Pueblo and Pueblo Transportation Co. do effective the date of dissolution of Pueblo Transportation Co. terminate and cancel the Contract Agreement dated April 12, 1971 between City of Pueblo and Pueblo Transportation Co. and all amendments thereto. Dated 4 e y i , 1997. PUEBLO, A MUNICIPAL CORPORATION PUEBLO TRANSPORTATION CO. By a By (P4� I,,c...�.t President -oft City ouncil President s :. ASSIGNMENT AND ACCEPTANCE For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Pueblo Transportation Co., a Colorado corporation, does hereby assign and transfer to Pueblo Transit, a Colorado nonprofit corporation, all of its right, title and interest in and to (a) that certain Agreement between Pueblo Transportation Co. and Amalgamated Transit Union Division No. 662 for the Term 1/1/95- 12/31/97, and (b) Agreement pursuant to Section 13(c) of the Federal Transit Act, as amended, dated December 1, 1976 between Pueblo Transportation Co. and Local Union 662, Amalgamated Transit Union AFL -CIO, as supplemented by the July 15, 1980 paratransit side letter (the "Agreements "). Pueblo Transit does hereby accept such assignment and transfer and agrees to be bound by the Agreements and to perform all obligations on behalf of Pueblo Transportation Co. to be performed under the Agreements. Dated %X/ , 1997. PUEBLO TRANSPORTATION CO. PUEBLO TRANSIT By LQ �..�.. -�- By x ._. President President i Attest: n t Attest: � LLL�s. • Secretary Secretary The oregoing Assignment And Acceptance is hereby accepted and approved this .3/ 64- day of , 1997. AMALGAMATED TRANSIT UNION DIVISION NO. 662 B y ,moo., Presiden Local 662 Mail to: Secretary of State For office use only Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303) 894 -2251 MUST BE TYPED Fax (303) 894 -2242 FILING FEE: $10.00 MUST SUBMIT TWO COPIES Please include a typed self- addressed envelope ARTICLES OF DISSOLUTION Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Dissolution for the purpose of dissolving the corporation. FIRST: The name of the corporation is Pueblo Transportation Co. Corporation's principal office is 350 South Elizabeth Street, Pueblo, Colorado, 81003 or, if there is no principal office, the address to which service of process may be mailed. SECOND: All debts, obligations and liabilities of the corporation have been paid and discharged, or adequate provision has been made therefor. THIRD: All remaining property and assets of the corporation have been distributed among its shareholders, in accordance with their respective rights and interests. FOURTH: There are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it, and that there are no criminal proceedings pending against it. FIFTH: The following trade names on file in the office of the Secretary of State are hereby canceled: None. Date dissolution was authorized ■Oob'2 " , 19 q7 . Dissolution was authorized by: Directors ❑ Shareholders ® The number of shares voted for the dissolution was sufficient for approval. Incorporators ❑ PUEBLO TRANSPORTATION CO. By Zu4.1 Its President Delayed Effective Date , 1997 The name of the corporation after the effective date of dissolution shall be Pueblo Transportation Co., a dissolved Colorado corporation, 1997. AGREEMENT THIS AGREEMENT made and entered as of July 1, 1997, by and between PUEBLO, a MUNICIPAL CORPORATION, and under the laws of the State of Colorado, termed herein as the "CITY," and PUEBLO TRANSIT, a Colorado Non - Profit Corporation, termed herein as "Contractor." WITNESSETH: In consideration of the sum to be paid by the City to the Contractor at the time and in the manner hereinafter provided, the said Contractor has agreed and does hereby agree to furnish all labor to operate and to operate a publicly -owned mass transportation system complete in every detail, all in accordance with this Agreement and the maps, specifications and conditions contained in the Contract Document attached hereto and made a part hereof (collectively the "Agreement ") all to the satisfaction and under the general supervision of the City Manager for the City of Pueblo, Colorado. In consideration therefor, the City agrees to maintain a separate fund for the public transportation operation to record all financial transactions. All revenues derived from the operation of the system, operating expenses and other cash transactions shall be accounted for in this fund. The City will pay all obligations of the system including payroll costs, operating expenses, capital expenses, and miscellaneous expenses, however, such funds shall not exceed the amount budgeted and appropriated by the City Council. Payroll for the Contractors employees shall be paid on City checks drawn on such fund, which checks will identify that such employees are employees of Contractor. TERM The term of the Agreement shall begin on date hereof and end December 31, 1997. The term of this Agreement shall automatically extend for successive one (1) year periods ( "calendar year ") unless either party gives written notice to the other party on or before November 1 of any calendar year that the term of the Agreement shall not be extended for the next calendar year. This agreement may be terminated as provided in Section 22 of the Contract Document. Page 1 IN WITNESS THEREOF, the parties hereto have caused this instrument to be executed in two original counterparts, as of the day and year first above written. PUEBLO TRANSIT BY: ,L) ,9^- i 6x President ATTEST: 1/n/Ct/v&- Secre ary PUEBLO, A MUNICIPAL CORPORATION BY: a . �-�-� President o City ouncil ATTEST: •,_-r_ci Ci rlerk APPROVED AS TO FORM: City tto ey Page 2 CONTRACT DOCUMENT 1. DEFINITIONS a) "City" - Pueblo, a Municipal Corporation; also all land lying within the geographic limits of the City, as the same may be hereafter extended by annexation, change in statutory provisions or otherwise. b) "City Council" - The City Council of Pueblo, a Municipal Corporation. c) "Contractor" - Pueblo Transit. Where the context so required, the word "Contractor" shall also include the officers, agents, employees, workmen or assignees of said Contractor. d) "Streets" - All of the public highways, streets, thoroughfares, traffic ways, express ways, freeways, tunnels, viaducts, subways, boulevards, parkways, alleys, bridges, public traffic areas and all other public ways or places in, upon, above or below the same in the City of Pueblo and adjacent territory, however, the same may be designated. e) "Headway" - The interval of time elapsing after the passage of any given point on any route by a motor bus of the Contractor, and the passage at the same point by the next motor bus of the Contractor serving the same route and traveling in the same direction. f) "Payroll Costs" - Wages, salaries, contributions to pension funds or other funds for the benefit of Contractor's employees' as required by the Collective Bargaining Agreement between the Contractor and its employees bargaining agency, taxes and withholding required of the Contractor by law, such as FUTA and FICA taxes. g) "Operating Expenses" - All of the ususal expenses, except payroll costs and administrative costs and salaries, incurred in the operation of the public transportation system. These expenses shall include actual costs of operation, necessary leases and rentals, and maintenance. h) "Revenues" - All of the receipts of the Contractor for cash fares of any kind, tokens, tickets, charter or special buses or bus advertising, and any other revenues of any kind which may be received by the Contractor. i) "Motor Buses" - All vehicles used for transportation of persons or property which are propelled by power generated within or without themselves by gasoline, diesel oil, electric power or otherwise. j) "Initial Routes" - The routes described in Part II of these Contract documents over which the Contractor shall be expected to operate a public transportation system. k) "Route" - That portion of the entire system over which one motor bus shall make a complete round trip in a stated interval of time. 1) "Segment" - Any portion of a given route. Page 3 m) "System" - Includes all work, including all labor and supervision necessary to complete the Contract in full compliance with the terms thereof. n) "Notice" - Where, in any section of the Contract Document, there is a provision in respect to the giving of notice, such notice shall be deemed to have been given (as to the City) when written notice shall have been delivered to the City Manager or mailed by certified mail, return receipt requested, postage prepaid, addressed to the City Manager, #1 City Hall Place, Pueblo, Colorado 81003. As to the Contractor, such notice shall be deemed to have been given when a written notice shall have been delivered to the President of the Contractor or mailed by certified mail, return receipt requested, postage prepaid, addressed to President, Pueblo Transit, 350 South Grand Avenue, Pueblo, Colorado 81003. 2. SCOPE OF WORK Contractor shall provide a complete public transportation system, with City -Owned equipment, within and for the City of Pueblo, including the operation and management of the same, and supplying all necessary labor and supervision therefor. 3. ROUTES. SCHEDULES, AND HEADWAY a. ROUTES: The Contractor shall continue established regular motor bus transportation service, as well as ADA paratransit service, utilizing City -Owned and leased equipment over and upon all initial routes, and upon the days and hours as specified in the attached Route Maps /Schedules ( "Part II "). In the event of interference with or obstruction to the said transportation service so fixed and determined, by reason of physical condition of, or obstructions existing in streets, alleys and thoroughfares, the nearest available and conveniently operative, temporary alternate route shall be used until such interference or obstruction shall have been removed or eliminated. Routes may be altered or changed in the manner hereinafter provided. Additional routes may be established as circumstances and traffic conditions appear to warrant, and said initial routes, as well as any additional routes so established, may be altered, modified as abandoned by the City from time to time in the manner as hereinafter provided. b. SCHEDULES: The Contractor shall maintain a reasonable, proper and adequate schedule for the accommodation of passengers on all routes. Headways on each route shall be as set forth in the attached Part II. In no event shall headway intervals be lengthened without the written directive of the City Manger. c. EXPRESS OR CHARTER SERVICE: The Contractor shall furnish and provide additional service known as "Charter Service," limited Page 4 •f. service at such times and over such routes as the City Manager deems necessary to furnish reasonable and proper service during peak hours and to certain areas, such service and routes to be followed to be such as conditions require from time to time. d. RATES: Rates to be collected by the Contractor shall be as follows: Adult Fare 75¢ Students 35¢ Children under 6 Free when accompanied by an adult Transfers Free Senior Citizens 35¢ Disabled 35¢ Adult Monthly Pass $20.00 Elderly, Disabled, Student Monthly Pass $10.00 4. CHANGE IN ROUTES OR RATES Changes in extensions, or discontinuation, or additions to initial routes may be made by direction of the City Manager. The City Council, upon the recommendation of the City Manager shall have the right at any time, by Resolution duly adopted, to revise the operating schedules and routes of the public transportation system and rates charged by the Contractor, and may direct the Contractor to operate the system over any additional streets in the City or to extend, alter or discontinue, in whole or in part, any initial or then- existing route. 5. CHANGES TN SCHEDULES AND HEADWAY The City Manager shall approve changes in schedules and headway as traffic requirements dictate. In the event of any change of schedule, thirty calendar days prior notice of such change shall be given to the riding public for a like period, either though a newspaper of general circulation in the City of Pueblo or printed notices conspicuously displayed in all buses on the routes affected by such change. 6. REVENTTES All revenues from the operation of the system shall be deposited at such institution and time as designated by the Director of Finance on the day immediately following the date collected; provided that if the institution is not open, then payment shall be made on the first date thereafter that the institution is open. Page 5 7. PURCHASES All purchases of supplies and material necessary to the operations of the system shall be made by the Purchasing Agent of the City upon requisition of the Contractor approved by the City Manager or his authorized designee. 8. RECORDS TO RE KEPT The Contractor shall keep and maintain books, records and papers which accurately show all payroll records and other activities of Contractor, including but not limited to, all necessary daily operating statistical information for each route of the system. The Contractor shall produce said books, records and papers for examination by the City Manager or his authorized representative at any time during regular business hours. Refusal to produce such books and records for examination by the City Manager or the City Council shall be cause for termination of this Agreement. 9. OFFICE SPACE AND CLERICAL, ASSISTANCE The City shall provide the Contractor with reasonable and necessary office space and equipment as the City in its sole discretion shall determine, and such accounting service as may be necessary for auditing revenue and payroll. • 10. EXCUSES FOR NON- PERFORMANCE Neither party to this Agreement shall be held responsible for failure to perform hereunder when such failure is due to fires, lawful strikes, lawful walkouts, acts of God, or legal acts of public authorities including those of the City. 11. ASSIGNMENT The Contractor shall not at any time sell or assign its interest and privileges under this Agreement to any other person, firm or corporation without the prior written consent of the City Council first had and obtained, and such assignment shall not become effective until such assignee shall file his or its acceptance in writing with the City Manager and shall agree in writing to become responsible for full performance of all the conditions, liabilities, covenants and obligations contained herein. 12. EQUIPMENT a. The City will provide 12 to 45- passenger, transit -type motor buses to be used by the Contractor in its operations of the public transportation system in the City of Pueblo in such number as will adequately serve all initial routes as defined herein. The equipment Page 6 shall be properly maintained by the Contractor and shall be kept in a safe, dependable, clean, and sanitary condition at all times and climate controlled during the proper seasons. b. Maintenance equipment, machinery and supplies reasonable and necessary to maintain and operate all the equipment furnished by the City. c. Equipment will be garaged, stored and worked upon at such locations as shall be provided by the City. 13. CONTRACTOR'S RUT ES The Contractor shall have the right to make such reasonable rules and regulations as to the uniforms of its drivers, the conduct of its employees, and such other matters as will provide for the people of the City of Pueblo an efficient transportation system under the terms of this Agreement. 14. T_-IABIT.ITY INSURAN E The City at its expense will keep insured each and every bus used in the operation of the public transportation system, against liability to the public in amounts determined by the City. 15. OTHER INSURANCE a. Workers' Compensation Insurance: Unemployment Compensation, Social Security: As a reimbursable payroll cost, the Contractor shall provide Workers' Compensation Insurance, including Occupational Disease Provisions, covering the obligations of the Contractor in accordance with the provisions of the Workers' Compensation Act, as amended; further, the Contractor shall provide such unemployment compensation coverage and Social Security coverage as shall be required by law. b. Certificate of Insurance: Certificates of Insurance for Workers' Compensation shall be filed with the City prior to the execution of the Agreement. Said insurance shall not thereafter be canceled, permitted to expire, or be changed without notice of thirty (30) days in advance to the City and consented to by the City. 16. VERBAT, AGREEMENTS No verbal agreements or conversations with any agent or employee of the City, either before or after execution of the Contract, shall affect or modify any of the terms, or obligations contained in this Agreement. Page 7 • 17. RELATIONSHIP It is the parties' intent that Contractor shall be and shall act as an agency and instrumentality of City in performing services and providing labor under this Agreement for the operation of a public mass transportation system and that Contractor as such agency and instrumentality of the city is a "public entity" as defined in the Colorado Governmental Immunity Act §24 -10 -101 et. Seq. C.R.S. (The "Act ") as amended. Therefore, Contractor shall be entitled to all benefits, immunities, privileges and limitations of the Act. Notwithstanding the foregoing, the employees of Contractor shall not be or be deemed to be employees of the City. 18. COMPLIANCE WITH URBAN MASS TRANSPORTATION ACT OF 1964 a. It is understood by the parties to this Agreement that the City has previously acquired the necessary equipment t carry out this Agreement under and by means of Federal Funds under the Federal Transit Act (the "Act "); therefore, this Agreement shall be carried out in such a manner and upon such terms and conditions as will be fair and equitable to affected employees of the Contractor within the meaning of Section 13(c) of said Act. b. All rights, privileges and benefits (including pension rights and benefits) of employees of the Contractor and/or employees having already retired, under existing collective bargaining agreements or otherwise, shall be preserved and continued during the life of this Agreement. c. The collective bargaining rights of employees of the Contractor, including the right to arbitrate any labor dispute if such right to arbitration be included in the collective bargaining agreement between the Contractor and its employees' representative, shall be preserved and continued for the life of this Agreement and the Contractor agrees that it will bargain collectively with its employees or any organization representing its employees and will enter into agreements with them relative to such matters as shall be the proper subject of collective bargaining. d. The Contractor agrees in the case of any labor dispute that may arise between the Contractor and its employees during the life of this agreement, and should there be any such dispute that cannot be amicably adjusted by conferences between the Contractor and properly accredited committees or officers of it employees or their representatives, the same shall be submitted at the written request of either party to such means of grievance - settlement as shall be provided by agreement as existing between the Contractor and the representative of its employees on the date this Agreement is executed. e. The benefits contained in the provisions of Section 13(e) of the Act will apply to any employee of the Contractor whose position with respect to his employment is worsened as Page 8 • a result of this Agreement. f. The Contractor will employ all persons who are employees of Pueblo Transportation Co. on the date of this Agreement, and the seniority rights of all such employees shall be in accordance with the seniority roster of Pueblo Transportation Co. g. Employees of Pueblo Transportation Co. who are terminated or laid off as a result of this Agreement shall be granted priority of employment or re- employment to fill any vacant position in the Contractor's employ for which they are, or by training or retraining can become, qualified. In the event training or retraining is required by such employment or re- employment, the Contractor shall provide, or provide for, such training or retraining at no cost to the employee, and such employee shall be paid while training or retraining the salary or hourly wage as the Contractor and its employee (or their representatives) shall determine by collective bargaining or otherwise. The provisions of this Section 18 shall be enforced by the City by appropriate action, including but not limited to action for specific performance or by termination of this Agreement, or by such other means as shall be fair and equitable. 19. COMPLIANCE WITH LAW Contractor shall at all times in the performance of this Agreement and in the operation of the public transportation system meet, conform to, and comply with all applicable local, state and federal laws and regulations. 20. EXISTING CONTRACTS Contractor represents and acknowledges that it has received copies of and is familiar with the following described agreements. Contractor agrees and stipulates that it is bound by such agreements and will honor, perform and comply with the terms, provisions and conditions of said agreements in the operation of the public transportation system and in the performance of this Agreement: (a) Agreement between Pueblo Transportation Co. and Amalgamated Transit Union, Division 662 for the Term 1/1/95 - 12/31/97. (b) Agreement pursuant to Section 13(c) of the Federal Transit Act, as amended, dated December 1, 1976 between Pueblo Transportation Co. and Local Union 662, Amalgamated Transit Union AFL -CIO as supplemented by the July 15, 1980 paratransit side letter. Page 9 1 • • (c) All grant agreements between the City and the United States of America, Department of Transportation, Federal Transit Administration including without limitation, all special conditions, requirements and assurances contained therein. 21. AUTHORITY OF CITY MANAGER a. The City Manager shall supervise and direct all work included in this Agreement. He shall decide all administrative questions which may arise as to the fulfillment of the Agreement on the part of the Contractor and his decision thereon shall be final and conclusive. All policy matters relating to the operation of the public transportation system shall be referred to the City Council. It is understood that the word "policy" as used in the foregoing sentence is not subject to precise definitions; however, it is the intent of the City Council in approving this Agreement that the City Council should not be required to concern itself with day -to -day routine or administrative matters relating to the operation of the system, but that it should be concerned with the establishment and determination of policies relating to the system. Therefore, the City Manager shall in each case determine whether matters relating to this Agreement are policy matters referable to the City Council and his determination shall be final and conclusive on all parties. b. If, in the opinion of the City Manager, the work being done by the Contractor is in violation in any way with the terms of the Agreement, he shall forthwith cause the Contractor to cease said violation. 22. TFRMTNATIDN AND DFFATJI,T a. Either party may terminate this Agreement upon ninety (90) days prior written notice given to the other party specifying the date of termination. b. If either party defaults in the performance of any covenant or provision of this Agreement, and such default is not cured within thirty (30) Days after the non - defaulting party give written notice to the defaulting party specifying the default, the non - defaulting party may terminate the Agreement upon ten (10) days prior written notice given to the defaulting PAY. 23. J.TMITFI) FINANCIAI, OBIJGATION All financial obligations on City under this Agreement are subject to and contingent upon City Council of City budgeting and appropriating funds for such purposes. City is not obligated by this Agreement to make any payment or expend any funds in any fiscal year beyond the fiscal year for which funds are appropriated for such payment or expenditure. All financial obligations and Page 10 • payments of the City under this Agreement are from year to year and do not constitute a multiple - fiscal year direct or indirect debt or other financial obligation of the City. 24. EVENT OF NONAPPROPRIATION If City shall not budget and appropriate, specifically with respect to this Agreement, on or before October 31 of each year, monies sufficient to pay all city's financial obligations coming due for the next ensuing fiscal year, an Event of Nonappropriation shall be deemed to have occurred. If an Event of Nonappropriation occurs, City shall not be obligated to make or pay any financial obligation imposed on City under this Agreement which occurs after the last day of the fiscal year during which such Event of Nonappropriation occurs and Contractor may at its option terminate this Agreement upon thirty (30) days prior written notice given to the City. 25. GOVERNMENTAL, IMMUNITY Neither this Agreement nor any provision hereof shall be or be construed to be or constitute a waiver of any benefit, immunity, privilege or limitation available to City or Contractor under the Colorado Governmental Immunity Act or any other law or stature. 26. MLSCEI ,ANEOTTS (a) This Agreement shall inure to the benefit of and shall be binding upon City and Contractor and their respective successors and assigns, subject, however, to the limitations contained in Section 11 of this Agreement. (b) The provisions of this Agreement may only be amended, in whole or in part, by written instrument signed by both parties. (c) No waiver of any default by any party shall be effective unless in writing signed by the party against whom such waiver is asserted. (d) This Agreement including Contract Document and Part II Route Maps /Schedules contain the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior dealings, understandings and agreements between the parties. (e) The provisions of this Agreement are for the exclusive benefit of the City and Contractor and not for the benefit of any third party, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third person. No person other than City and Contractor shall have the right to enforce any of the provisions of this Agreement. Page 11