Loading...
HomeMy WebLinkAboutCORRESPONDENCE - RFP - P1110 OPERATION OF INTERCITY BUS SERVICEINTERGOVERNMENTAL AGREEMENT FOR THE OPERATION OF 34- XPRESS PILOT TRANSIT SERVICE PROJECT By AND BETWEEN THE NORTH FRONT RANGE AIR QUALITY AND TRANSPORTATION PLANNING COUNCIL AND THE CITY OF GREELEY THIS AGREEMENT dated for reference tills entered into by and between the North Front Range day of 11a Transportation 2008, is made and Planing Council, acting as the North Front Range Metropolitan Planing Organization (hereinafter referred to as the "MPO') and the City of Greeley, a Colorado Municipal Corporation and home Rule City (hereinafter referred 1000 10ih Street, Greeley, Colorado 80631 to as 'City') with its offices at The parties agree as follows ARTICLE 1 Term of Agreement, Acceptance, and Representations 1 I Term of Agreement The term of this Agreement shall commence as of August 1, 2008 at 0001 hours, and shall nun through July 31, 2009 at 2400 hours unless otherwise modified ADO and the City terminated or extended In writing pursuant to teens of the Agreement between the Delivery The City of Greeley will be required to begin transit as per the specifications of this Agreement and Exhibit A, Scope of Services on August 1 2008 Exhibit A is attached hereto and incorporated herein by this reference In case time service shall be necessarily delayed because of strike, Injunctions, government controls, or by reason of any cause or circumstance beyond the control of the City of Greeley, time time of completion of delivery shall be extended a number of days to be determined in each Instance by mutual agreement between time City and dine Apo Renewal Time APO shall have the option to renew the agreement with City of Greeley for additional one-year terms by providing written notice to The City of Greeley at any time on or before sixty (60) calendar days prior to the agreement's anniversary date Renewal of this agreement is subject to approval by the City of Greeley Any such renewal shall be at the same rates, and subject to the sazme terns and conditions as the original tern of the agreement, except that the MpO may allow an increase in rates based on substantiated increased operating costs Any Increase in labor costs must be substantiated by flee City of Greeley Any increase based on Increases In fuel, oil or other petroleum products and parts must be substantiated by valid purchase orders or other such documents verifying that such Increase is actual, unavoidable and beyond the control of the City at Greeley The City of Greeley shall agree, upon request of time MPOof detailed cost breakdowns for the renewal period(s) in order to peto submit mut verification 1 promptly pay or discharge such tax, debt, lien, or other obligation, and relieve the MPO Vehicles and Ancillary Equipment from the encumbrance thereof 2 10 Licensme and Registration All MPO Vehicles provided to the City under this Agreement shall be licensed and registered by the MPO in the name of the MPO and at the expense of the MPO The City will cooperate with the MPO in the execution of such documents as maybe necessary to license and register the MPO vehicles Title documents for all MPO vehicles shall be held by the MPO in the MPO offices 2 11 Loss of Vehicles and Ancillary Emimment Upon the occurrence of loss, destruction of, or damage to MPO Vehicles and Ancillary Equipment, the City shall immediately notify the MPO and shall take all reasonable steps to protect the MPO Vehicles and Ancillary Eqmpment from further damage, separate damaged and undamaged MPO Vehicles and Ancillary Equipment put all MPO Vehicles and Ancillary Equipment in the best possible order, and fu-msh to the MPO a statement of all the details concerning the loss destruction, or damage 2 12 Access to Vehicles and Ancillary Equipment The MPO shall have access to any premises where MPO Vehicles and Ancillary Equipment is located at any time during the City s regular business hours during the term of this Agreement 2 13 Maintenance of MPO Vehicles and Ancillary Equipment by the City At all tunes during the Agreement term the City shall perform any necessary maintenance on MPO equipment as may be required by this Agreement, in compliance with all applicable laws, rules, regulations, and codes governing the operation of vehicles of public conveyance in the area of operation, perform any preventive maintenance required pursuant to tlus Agreement, and maintain accurate records relating to all Maintenance work performed by or for City on all MPO Vehicles and Ancillary Equipment All such records shall comply with all applicable MPO policies, practices procedures, conditions, and requirements as set forth in this Agreement 2 14 Operation of MPO Vehicles and Ancillary Equipment by the City (a) General Operating Standard The City shall use and operate all MPO Vehicles and Ancillary Equipment only in accord with the terms and provisions of this Agreement, and all applicable federal, state, and local laws and regulations (b) MPO Velucle Identification and Signs The City shall not change or obstruct in any way, and shall maintain all identification markings, decals, logos, and color schemes on MPO velucles The City shall not affix or display on any MPO 10 vehicle any identification, marking, decal, or logo, other than that approved by the MPO except as otherwise required by law (c) Advertising In the event the MVO elects to place advertising on any MPO vehicle utilized under this Agreement the City shall cause any advertising material as may be specified by the MPO from time to time, to be affixed to the location or locations on the velucle as the MPO shall direct No portion of any revenue or consideration received by the IVIPO in connection with such advertising shall be paid to the City The MPO shall be responsible for supplying all material and other items and costs required to mstall and remove the advertising The City shall be responsible for all costs associated with the repair or replacement of frames for advertising placards if repair or replacement is required due to frame damage resulting from the City's operations The City shall not affix and shall not permit to be affixed to or distributed on any vehicle any other advertising, political or other printed or published material, and including the City owned vehicles, shall not utilize or permit to be utilized any loud speaker or other device for the purpose of advertising or other communication other than as designated in writing by the MPO (d) In the event that the City or City's agents, employees, or subcontractors, shall receive any gifts, payments or other consideration of any land in connection with any use of the MPO Vehicles or this Agreement, the payment, gift, or consideration shall be promptly delivered to the MPO as MPO property The City shall instruct City's agents, employees, and subcontractors that this requirement applies to all gifts, payments and other consideration of any kind in connection with any use of MVO Vehicles or this Agreement (e) Pick-up and Discharge of Passengers Unless the MPO shall specify otherwise in writing, passengers shall be picked up and discharged at designated bus stops and in comphance with any and all applicable state and federal regulations, including but not limited to the Americans with Disabilities Act (f) Fare Boxes The MVO shall supply fare boxes to the City The City shall maintain fare boxes in good condition in the Revenue Service Velucles In the event that a fare box becomes inoperable or is in need of repair, the City shall be responsible msunng the fare box is repaired The MVO shall reimburse the City for all costs associated with repair of fare boxes If fare boxes become inoperable during revenue operations, the City shall immediately dispatch a spare revenue service vehicle with an operating farebox to replace the vehicle with the defective farebox The City is responsible for the uninterrupted continuation of revenue service in the event of a farebox failure (g) Fuel The City shall provide all fuel required by all revenue service vehicles used under the terms of this Agreement, including all associated taxes, fuel delivery and any and all other fuel related costs The City is responsible for all costs 11 associated with the maintenance of fuel storage tanks and fueling systems at the City s facility ARTICLE 3 Employment 3 1 Compliance with Federal. State, and Local Law The City agrees that, with respect to persons employed by it to provide the Transportation Services and Other Services under this Agreement, it will comply with all applicable federal, state, and local employment statutes 3 2-Employment of Personnel The City shall be responsible for all recruitment, screening, testing, selection, training, scheduling, supervision, discipline, termination, and other functions related to personnel required to perform the City s personnel obligations under this Agreement The MPO shall have no control over the City's personnel, the City is responsible for the performance of the City's personnel in compliance with the terns and conditions of this Agreement and Exhibit A, Scope of Services (a) Management The Greeley -Evans Transit (GET) Manager or another individual named by the City will act as Project Manager and be responsible for the day-to- day management of the City's activities and personnel under this Agreement The City shall notify the MPO of any change in the designated Project Manager (b) Disabihty of Project Manager In the event of the disability of the Project Manager for a period in excess of two (2) weeks, the City shall immediately secure a qualified individual to temporarily fill the position as Interim Project Manager for as long as the disability may continue, or replace the Project Manager if necessary, all subject to the written consent of the MPO provided however, that such consent shall not be unreasonably withheld (c) Absence of Project Manager Any scheduled absence of the Project Manager or acting Interim Project Manager for vacations, seminars, or City functions shall be communicated to the MPO designee The purpose of this requirement is to ensure that the MPO designee is nohfied prior to any absence of the Project Manager and to ensure that either the Project Manager or Interim Project Manager is on the property during regular business hours except in the case of extraordinary circumstances (d) Employees The City's employees shall be competent and qualified to provide transportation services and other services in accordance with the requirements of this Agreement and all its Attachments The City shall ensure that all Agreement employees meet all applicable qualifications established by federal, state, and local laws and regulations 12 (e) Employment Contracts and Labor Agreements The City does not have any employment contracts or Labor Agreements with its general employees Nonetheless, the City may, in its sole discretion enter into, written agreements with its employees, and shall keep the MPO fully informed in writing of the status of any orgamzed labor negotiations related to employees performing work pursuant to tlus Agreement (f) Bus Operator Personnel Standards i The City of Greeley shall ensure that regularly assigned drivers or back-up personnel are available and on tune each day to ensure consistent and reliable service All personnel must be familiar with the contracted services, and also with the services with which they connect, in order to provide accurate information to passengers u Uniforms The City of Greeley shall ensure that drivers wear appropriate uniforms at all times which identify them as employees of the City of Greeley Drivers shall be required to maintain a clean and neat appearance Each velucle operator shall have an accurate timepiece available and in clear sight at all tunes during velucle operation ill Training The City of Greeley shall provide all drivers with training programs which meet State of Colorado Department of Motor Vehicles (DMV) standards Such programs shall include, but not be limited to, the following safe vehicle operating techniques, defensive driving passenger relations, accommodation of disabled passengers, schedule and schedule adherence, appropriate conduct during emergency situations The City of Greeley shall also have in -place a training program to comply with any applicable governmental illness and injury prevention program (if applicable) It is the responsibility of the City of Greeley to tram or obtain training in the use of the firebox system and supporting equipment for any drivers or appropriate support personnel hired after the initial start-up of the service Drivers shall be trained on actual route operation before the first day of service ry Licensing All drivers shall be required to have valid Colorado licenses for operation of the vehicles to which they are assigned All drivers must also have in their possession at all times when operating a vehicle a valid Colorado Department of Motor Vehicles (DMV) Medical Exammer's Certificate and valid Training Card (or equivalent) issued by the State of Colorado DMV The City of Greeley shall be responsible for monitoring Department of Motor Vehicle records for drivers to ensure their continued qualification and suitability for public transit vehicle operation v Driving Records The City of Greeley shall review a current Department of Motor Vehicles (DMV) report on all applicants for vehicle operator and shall reject any applicant with two or more moving violations within the past two years 13 or with any failure to appear in court for driving under the influence Any operator exceeding the Colorado DMV point system or with a revoked or suspended license will not be allowed to operate a transit vehicle vi Medical/Drug/Alcohol Testing The City of Greeley shall require pre- employment medical examinations, including drug testing, for all prospective drivers and other safety sensitive employees of the City of Greeley In addition, for any prospective employee who held prior safety -sensitive positions for another USDOT-funded employer, the City of Greeley shall, after obtaining the required permission, check with those previous employers for any prior positive test results Any person who has not successfully passed such an examination, or who was discharged from previous employment due to a positive test, shall not be pernutted to operate a vehicle in any service performed under contract to the MPO Additionally, the City of Greeley must have an anti -drug program established for employees under the Congressionally Mandated Drug -Free Workplace Act The required anti -drug program would include pre -employment testing, testing after an accident, testing when there is reasonable cause random testing, testing before returning to duty to perform sensitive safety functions after a positive drug test, and periodic testing every two (2) years upon receipt or renewal of the DMV Medical Exammer's Certificate (g) The City of Greeley shall comply with the Congressionally Mandated Drug -Free Workplace Act of 1988, the Ommbus Transportation Employee Testing Act of 1991, and 49 CFR Parts 653 & 654 regarding Drug and Alcohol Testing, providing certification that the drug free workplace and drug/alcohol testing actions are being/have been implemented ARTICLE 4 Warranties, Compensation, and Payment 41 Compensation (a) Start up Costs In addition to the costs to operate the route pursuant to this Agreement, the MPO will reimburse the City actual start up costs not to exceed the amount of $50,000 00 for 34-Xpress service start up activities and equipment purchases prior to the commencement of service date (b) Operating and Management Costs For the period of this Agreement, the MPO shall pay the City for services rendered under this Agreement a rate per Revenue Service Hour (RSH) as specified in Exhibit A, Scope of Services The Revenue Service Hour may be adjusted by the mutual agreement of the parties as needed to reflect market costs for fuel, oil and other petroleum products 14 (c) 34-Xpress service and this Agreement may be terminated in whole or in part at the MPO's discretion in the event that any government or other entity participating in any Intergovernmental Agreement allowing for the provision of service withdraws from that Agreement 4 2 Terms of Payment 4 2 1 The City of Greeley shall establish and maintain within a separate account all project expenditures and any other relevant financial records or documents The City of Greeley shall submit invoices to the WO within fifteen (15) working days after the end of each month for services rendered during the reporting period Invoices shall be prepared in such a form and supported by such documentation as may be required by the MPO to establish that the amounts are allowable The invoice will include, as an attachment, a copy of the record venfymg fares collected and deposited, and also, a copy of the monthly ridership report 4 2 2 Payment to City of Greeley shall be made within thirty (30) days after receipt of an acceptable invoice The City of Greeley shall be entitled to collect interest at the rate set forth in the Greeley Municipal Code on any amount which is outstanding 31 days or more following invoicing All invoices shall be addressed as follows Ms Crystal Hedberg NFRMPO 419 Canyon Avenue, Suite 300 Fort Collins, CO 80521 4 2 3 In the event the APO disputes a portion of the City's monthly statement, the MPO designee shall notify the City of receipt of the City's statement, detailing the amount of and the reason for the dispute The MPO may withhold the disputed amount but shall pay all undisputed amounts as required herein No interest shall accrue on disputed amounts until the dispute is resolved The APO and the City shall meet to resolve the MPO s dispute of the City's statement within (10) ten business days of the City's receipt of the MPO's notice In the event the City and the WO are unable to negotiate a resolution to the dispute, the matter shall be determined through mediation with a qualified mediator selected by the mutual agreement of the parties 4 2 4 In the event the MPO is delinquent in making payments as required to the City, then the City may notify the MVO of said delinquency in writing Within (10) ten business days of receipt of the City's notice, if the MPO has not disputed an amount contained in the City's statement, the MPO shall make payment to the City ARTICLE 5 Record Keeping and Reporting 15 5 1 Financial Records All invoices, supporting documents, and other financial records relevant to the agreement shall be provided to representatives of the MPO upon request 5 2 Velucle Maintenance and Accident Records 5 2 1 The City of Greeley shall maintain all vehicle maintenance records required under the laws of the State of Colorado Such records include but are not limited to the following (a) Copies of work orders for all velucle maintenance activities, (b) Preventive Maintenance Schedule report copies, retained in file for a one (1) year period, (c) Originals of the Pre-tnp Inspection/Defect reports for each vehicle Reports containing negative driver notations shall be retained for a nummum of flinty (30) days, reports indicating a vehicle defect shall become a permanent part of the velucle file (d) Reports of all road call maintenance shall be retained as a permanent part of the vehicle file 5 2 2 The City of Greeley shall maintain an individual file for each vehicle used in the operation of services under contract to the MPO In addition to the items above this file shall include, but not be limited to, the following information by date of action (a) All preventive maintenance work, including parts and labor utilized, (b) All warranty work, if applicable, (c) All other types of repair work, including parts and labor, (d) All fuel fluids, and lubricants used 5 2 3 Vehicle maintenance records shall be subject to inspection by representatives of the MPO and by the Colorado State Patrol 5 2 4 The City of Greeley shall maintain records of any accident and incident (involving persons and/or property) occurring in connection with the provision of services in the agreement The City of Greeley shall 1) unmediately notify the MPO of any such accident and incident, and 2) provide such records in connection therewith as may be required by the MPO A copy of the accident report shall be placed in the individual velucle file The MPO reserves the right to 16 inspect a vehicle that had previously been involved in an accident, before that vehicle is placed in back in service 5 2 5 FTA Accident Incident Reports The FTA requires all transit agencies report on accidents The City of Greeley will be required to provide the WO with the data required to complete this component The City of Greeley will provide the MFO with the appropriate reports These include (a) The Major Incident Report, which provides more detailed information regarding the most severe incidents occurring in the transit environment Both safety and security occurrences are reported on this Report Detailed data, such as that available from an accident or police report, are used to complete the Major Incident Report A Major Incident is an incident that involves one or more of the following a fatality, a major injury (immediate medical attention required away from the scene for three or more persons), $25,000 or more total incident damage, an evacuation due to life safety reasons, a collision at a grade crossing, or a main -line derailment One Report is completed for each incident meeting the criteria (b) An Other Safety Incident (one reportable on the Summary Safety Report) is an incident that involves one or more of the following • brunediate medical attention required away from the scene for one or two persons, or • Total incident damage greater than $5 000 but less than $25,000, or • A fire not reported on the Major Incident Report (there is no dollar threshold for fires) (c) Reporting Requirement The City of Greeley will provide the MFO with the data regarding vehicle operations and maintenance, as well as drug and alcohol testing ADA procedures and training, safety and security procedures and training, and other activities covered by the FTA Triennial Audit requirements 5 2 6 The City of Greeley will provide the MPO with appropriate Major Incident and Other Safety Incident Reports (as with all other reports) quarterly In addition the City of Greeley shall munediately inform the MPO of any incident involving fatalities, or inured transported to hospitals 5 2 7 The City of Greeley will provide the MPO with the data to complete the FTA Summary Safety Report One report is completed per reporting period This report summarizes the number of incidents that have occurred (collisions fires, 17 vehicles leaving the roadway, personal casualties, etc ) that have not been reporting by means of the Major Incident Report Thresholds for reporting include the property damage threshold, which is now $5 000 total damage and injury which is any incident which requires immediate medical attention away from the scene of the incident 5 3 Passenger and Service Operation Records 5 3 1 The City of Greeley's personnel shall perform schedule adherence checks as requested by the MPO The City of Greeley shall also be responsible for submission of monthly service summary reports to the MPO These reports, to be submitted by the City of Greeley within five working days after the end of each calendar month, shall include, but not be limited to, the following (a) Number of service miles and service hours, summarized separately for the Monday -Friday, Saturday, and, Sunday periods and totaled, (b) Number of passenger boardings by fare type for each day of service, summarized separately for the Monday -Friday, Saturday, and Sunday periods, and totaled, (c) Listing of all vehicle breakdowns occurring in service with a description of the cause and corrective actions taken, and (d) Listing of all scheduled trips (or portions thereof) missed with explanations therefore 5 3 2 MPO representatives will occasionally board the City of Greeley's vehicles to record passenger activity per stop, as part of the MPO's data gathering activities for FTA National Transit Database reporting requirements, or for other projects as determined by the MPO 5 4 Audit and Inspection of Records 5 4 1 The City shall permit the authorized representatives of the MPO, and at the MPO's request, representatives of Federal and/or State government to inspect and audit all data and records of the City relating to performance under the Agreement until the expiration of three years after the final payment under this Agreement 5 4 2 The City shall provide to the MPO all data required under 49 CFR Part 630 (Uniform System of Accounts and Records and Reporting System) National Transit Database on or before April 30a' of the year following each Agreement Period or within thirty (30) days following the date of termination of this Agreement if the Agreement is terminated within the Agreement term 18 5 4 3 The City shall comply with all applicable federal, state, and local laws, ordinances, regulations and documents as they relate to the provision of public transportation services The City fla Cher agrees to comply with the approved and subsequent updates of all applicable federal, state, and local requirements that apply to the public transportation services provided under thus Agreement 5 4 4 The City further agrees to include in all its subcontracts hereunder a provision to the effect that the City, the U S Department of Transportation and the Comptroller General of the United States, or any of their duly appointed representatives shall, until the expiration of three years after the final payment under the subcontract, have access to and the right to examme any directly pertinent books, documents, papers and records of such subcontractor, involving transactions related to the subcontractor The term "subcontract' as used in this clause excludes (1) purchase orders not exceeding $10,000 and (2) purchase orders for utility services at rates established for uniform applicability to the general public For periods of access and examination described herem the access and examination rights shall continue until any such appeals, litigation, claim or exception has been disposed of 5 4 5 The MPO or designated agent, accountant, or auditor shall have the right of access to and inspection of all books and records of the Project Manager and the City related to this Agreement at any and all reasonable tunes, in order to verify and ascertain operating revenues and expenses incurred in the operation of the 34-Xpress service and for any other purpose including, but not limited to, determining compliance with this Agreement The books and records of the Project Manager and the City pertaining to the Agreement shall be available at the City's accounting center in Greeley, Colorado Each month the Project Manager shall submit to the MPO a statement of operating revenues and Revenue Service Hours related to the prior month The Project Manager shall maintain all data and records with regard to the work and shall preserve and make available all dates of final payment under this Agreement, or for such longer period, if any, as is required by applicable statue or by other articles of this Agreement 5 4 6 At any time during the term of the agreement, and for three years following its expiration or termination, authorized representatives of the MPO may conduct an audit of the City of Greeley regarding the services provided under the agreement upon reasonable notice to the City (a) If such audit finds that the MPO's dollar liability for such services is less than payments made by the MPO to the City of Greeley the City of Greeley shall agree that the difference shall be either 1) repaid by the City of Greeley to the MPO by cash payment, or 2) at the MPO s option, credited against any future payments due to the City of Greeley pursuant to this Agreement (b) If such audit finds that the MPO's dollar liability for services provided is greater than payments made by the MPO to the City of Greeley, the difference shall be paid to the City of Greeley by the MPO by cash payment, provided that in 19 of any mcrease request Any request for an increase in proposed fees shall be made no less than thirty (30) days of receiving written notice from the MPO of its intent to renew the agreement 12 Employment and Acceptance The MPO hereby engages the City as an independent contractor to operate the 34-Xpress bus service as a pilot project as described in this Agreement and its attachments The City agrees to supply these services in an efficient and economical matter The City has the legal power to and authority to provide, engage in, and fully carry out the delivery of the services specified in this Agreement 13 Cooperation and Partnership 13 1 The City of Greeley will resume the responsibility for meeting the terms, conditions and obligations of the Scope of Work as outlined in the 2008-2009 Federal Transit Administration 5316 Job Access Reverse Commute (JARC) grant awarded to the City of Greeley by the Colorado Department of Transportation Transit Unit and previously assigned through an Intergovernmental Agreement "INTERGOVERNMENTAL AGREEMENT REGARDING JOB ACCESS AND REVERSE COMMUTE GRANT" to the North Front Range Transportation and Au Quality Planning Council (the `IvIPO") The MPO will continue in its obligation and agreement to provide the local match required by the aforementioned JARC grant as outlined in the stated IGA 13 2 The City's Transit Services Division - Greeley -Evans Transit (hereinafter GET) will work in partnership with MPO transit planning staff in making service improvements during the tern of this Agreement, assisting in evaluation and planning efforts, periodically monitoring the on -time performance of the City's personnel, and investigation of service complaints or late arrivals The Citywill work collaboratively and cooperatively with the MPO in operating the fixed route service The City, through its Transit Services staff, shall provide information as may be required to the MPO for budget or planning purposes and to assist the MPO in the preparation of any annual reports of project status All costs associated with the City's provision of services specified in the Agreement are included in the Agreement amount unless specifically excluded 13 3 The City shall work cooperatively with the MPO to implement the 34- Xpress bus service in a manner that integrates with the City of Loveland "COLT transit system and the City of Greeley "GET" transit system as further specified in the Scope of Services 13 4 The City of Greeley will participate as needed in any appropriate MPO marketing or promotional activities intended to increase public awareness and nderslup The MPO has the primary responsibility for marketing The City of no event shall the MPO's maximum obligation for the agreement, unless amended by the MPO via written agreement, be exceeded 5 5 Title to Reports and Materials All reports and material prepared by the City specifically in the performance of this Agreement are and shall be the property of the MPO and all such reports and materials shall be delivered to the MPO as specified in tins Agreement, or upon termination of thereof The work papers prepared shall remain the property of the City, provided, however, that the MPO shall have access to, and be able to make copies of these papers at any time Access to or copies of any reports information, data etc, available to or prepared or assembled by the City under this Agreement shall not be disclosed to any third party by the City without the prior written consent of the MVO, or if such disclosure is required by federal or state law, or by court order ARTICLE 6 Additional Provisions 6 1 Insurance 6 1 1 The City shall procure and maintain insurance, and shall require all subcontractors of all tiers to provide and maintain insurance of the type and in the limits as set for below, for all operations specified in this Agreement The cost of all insurance is the responsibility of the City and is included in the RSH specified herein The City shall be responsible for payment of any and all deductible amounts Certificates evidencing such coverage shall be furnished to the MPO prior to commencing work under this Agreement (a) Workers Compensation and Employer's Liability Insurance Workers Compensation insurance shall be pro�nded as required by an applicable law or regulation The City shall require each subcontractor smularly to maintain Workers' Compensation and Employer Liability insurance (b) General Public Liability Insurance Commercial Liability Insurance covering all operations by or on behalf of the City providing insurance for bodily injury liability, and property damage liability in the amount of $1,000,000 per occurrence and including coverage for (1) Premises and operations liability, (2) Contractual liability insuring the obligations assumed by the City in this Agreement (3) Independent Contractors Liability- Broad Form, (4) Personal injury Liability 20 (c) Automobile Liability Insurance (Bodily Injury and Property Damage Liability) including coverage for all owned, lured and non -owned automobiles in the amount of $15 000 per individual and $600,000 per occurrence (d) Uninsured Motorist Insurance coverage in the amount of $500,000 per occurrence, (e) Automobile Collision Insurance coverage of owned and provided transit coaches with a replacement value of $145,000 per occurrence 6 12 On all policies except for Workers' Compensation and Employers Liability the insurance shall also contain a specific endorsement adding the WO as an additional insured, as well as specifically stating that all coverage furnished by the City is primary, and that any insurance held by the MPO is excess and non-contnbutory The certificate of insurance shall provide that there will be no cancellation, reduction or modification of coverage without thirty (30) days' prior written notice to the MPO If the City does not comply with this section, the MOO may, in addition to any other remedies it may have terminate this Agreement, subject to any provision of this Agreement Alternatively, the MPO may, at its option, provide insurance coverage to protect the MPO and charge the City for the cost of that insurance The required insurance shall be subject to the approval of the MPO Planning Council, but any acceptance of insurance certificates by the MOO shall not limit or relieve the City of the duties and responsibilities assumed by it under this Agreement 6 13 The insurance coverage required within this entire insurance section shall not minimize, bout, nor eliminate the City's responsibility, if any, for any uninsured or uncovered claims, losses, or expenses, occurring during or after completion of the services 6 14 Special Provisions The foregoing requirements as to the types and limits of insurance coverage to be maintained by the City, and any approval of said insurance by the MPO, or its insurance consultant(s), are not intended to and shall not in any manner limit or qualify the liability and obligations otherwise assumed by the City pursuant to tlus Agreement including but not limited to the provisions concerning indemmfication The MPO reserves the right to withhold payments to the City in the event of noncompliance with the insurance requirements outlined above 6 15 No term or condition of this Agreement shall be construed or interpreted as a waiver express or implied, of any of the immunities, rights, benefits, protection, or other provisions for the parties, of the Colorado Governmental Immunity Act C R.S §24-10-101 et seq or the Federal Tort Claims Act 28 U S C 2671 et seq as applicable, as now or hereafter amended 21 6 2 Notice of Claim or Action Filed The City shall give the MPO immediate notice of any suit or action filed or prompt notice of any claim made against the City ansing out of the performance of this Agreement The City shall furmsh immediately to the MPO copies of all pertinent papers received by the City 6 3 Subcontracts (a) The City shall not enter into any subcontract without prior written consent of the WO (b) No subcontract shall provide for fiuther subcontracting unless the prior written approval of the MPO is first obtained Any such additional subcontractors shall meet all of the requirements set forth in this Agreement for subcontractors and, in addition, shall include other provisions as the MPO, in its discretion shall deem appropriate (c) Contractors or other persons or entities debarred, suspended or proposed for debarment under federal, Colorado state, or City law or regulations, shall not be awarded subcontracts or otherwise participate in this Agreement 6 4 Appropriation of Funds (a) In accord with the Colorado Constitution and MPO bylaws, performance of the MPO's obligations under this Agreement is expressly subject to appropriation of funds by the MPO Planning Council Further, in the event that funds are not appropriated in whole or in part sufficient for performance of the N20 s obligations under this Agreement, or appropriated funds may not be expended due to spending (mutation, then the MPO may terminate this Agreement pursuant to Section 6 6 1 The MPO shall be responsible for payment to the City for all services performed prior to the date of termination of this Agreement (b) 34-Xpress services are provided by the MPO subject to certain Intergovernmental Agreements, including agreements between the City and the N TO This Agreement, including but not limited to the service routes or stops, is expressly subject to those intergovernmental agreements Further, this Agreement is expressly subject to adequate funding and the availability of those funds for expenditure under Colorado law, and as such the City acknowledges that this Agreement may be terminated in whole or in part pursuant to Section 6 6 1 (c) The City understands and agrees that the City shall provide no services and incur no costs under any provision of this Agreement under any fiscal year unless and until the City has received instructions from the MPO stating that sufficient funds 22 to cover the MPO's obligations for the fiscal year have been appropriated by the MPO Planning Council and are available for the performance of the Agreement 6 5 Law (a) This Agreement is subject to and shall be interpreted under the law of the Sate of Colorado and the Charter, City Code, Ordinances, Rules and Regulations of the City of Greeley Colorado, a Colorado Home Rule Municipality Court jurisdiction and venue shall exclusively be in the Colorado District Court for Weld County, Colorado (b) The Parties agree that this Agreement shall be deemed to have been made in, and the place of performance is deemed to be in the City of Greeley, Weld County, State of Colorado The City shall insure that the City and the City s employees, agents, officers and subcontractors are familiar with, and comply with, applicable Federal, State, and Local Laws and regulations as now written or hereafter amended (c) The City of Greeley shall be responsible for ensuring compliance with the Americans With Disabilities Act (ADA), Part IV, 49 CFR Parts 27, 37, and 38 Transportation for Individuals with Disabilities, Final Rule, dated September 6, 1991 (d) The City of Greeley shall be responsible for complying with any changes in operation mandated by the Federal Transit Admuustration 6 6 Temunation 6 6 1 MPO Termination for Convenience Upon 180 days written notice, the MPO may terminate performance of this Agreement in whole, or from time to time, in part if the MVO determines that a termination is in the MVO's interest The City, after receipt of a Notice of Termination shall stop work as specified under the Termination Notice place no further subcontracts or orders for materials, terrnmate all subcontracts to the extent they relate to the termination, and assign title and interest of all work and materials used in the work (a) If this Agreement is so terminated under this section, the City and the MPO agree to mutually work together through the termination period to ensure the efficient operation of the 34-Xpress bus service and if necessary, orderly transition to a subsequent 34-Xpress bus service provider as so designated by the MOO (b) The MPO may conduct an audit of the City s costs to determine reasonable costs expended to date of termination, or the MPO may detemune the City's costs based on the schedule of values or exact cost of any bid item(s) completed and accepted Subject to appropriation by the 23 MPO Planning Council, the City shall be compensated for reasonable costs required for termination at the convenience of the MPO These costs night include, for example, the balance of leases or unamortized portion of City unprovements to facilities 6 6 2 City Termination for Convenience Upon 180 day's written notice, the City may terminate performance of tlus Agreement m whole, or from time to time, in part if the City determines that a termination is in the City's interest The City, after issuing a Notice of Termination to the MVO, shall stop work as specified under the Terrmation Notice, place no further subcontracts or orders for materials temunate all subcontracts to the extent they relate to the termination, and assign title and interest of all work and materials used in the work (a) If tlus Agreement is so terminated under tius section, the City and the MPO agree to mutually work together through the termination period to ensure the efficient operation of the 34-Xpress bus service and, if necessary, orderly transition to a subsequent 34-Xpress bus service provider as so designated by the MPO (b) The MPO may conduct an audit of the City s costs to determine reasonable costs expended to date of cancellation, or the MPO may determine the City's costs based on the schedule of values or exact cost of any bid item(s) completed and accepted Subject to appropriation by the MPO Planning Council, the City shall be compensated for reasonable costs required for termination at the convenience of the City These costs aught include, for example, the balance of leases or unamort zed portion of City improvements to facilities 6 6 3 Termination for Cause (Default) The MPO may, at its sole discretion terminate this Agreement upon ten (10) days prior written notice to the City if the MPO determines that the City performance is unsatisfactory, or that the City has violated any of the terms or provisions of this Agreement, or in the event the City becomes insolvent or is named as debtor in bankruptcy (a) The MPO expressly reserves the right to request correction of any breach of term or condition by the City prior to exercising the MPO rights to terminate tlus Agreement However, any request for correction shall not act to waive the MPO s right to terminate this Agreement if the MPO's terms of correction are not performed to the MPO s satisfaction 6 7 Failure to Perform - Licuidated Damages 6 7 1 The MPO shall assess liquidated damages against the City of Greeley for failure to perform in accordance with the MPO's service objectives The liquidated damages are not a penalty, but are the best estimates of damages 24 suffered by the MPO resulting from the following failures to perform which cannot be ascertained with certainty at the inception of the agreement (a) Three (3) or more documented instances of violation of maintenance standards within any monthly accounting period, (b) Three (3) or more documented instances of violation of cleanliness standards within any monthly accounting period, (c) Three (3) or more documented instances of failure to provide nderslup and trip sheets as required within any monthly accounting period, (d) Failure to meet the "on time" performance standards (90%) during any monthly service period, or (e) Failure to meet the scheduled trip standard (99%) during any monthly service period 6 7 2 Items d and e in Section 6 7 1 above shall not apply during the first month of service Any violation of Section 4 2(t) (Medical/Drug Testing) shall be grounds for termination of the agreement for cause as set forth in Section 6 6 3 6 7 3 The following liquidated damages shall be applied (a) Forfeiture of payment for two days worth of service hours per route per revenue vehicle for the first violation of any service objective (Items —a-e in Section 6 7 1 above) (b) Forfeiture of payment for five days worth of service hours per route per revenue vehicle for the second and third violation of any service objective (Items —a-e in Section 6 7 1 above) 6 7 4 In addition the MPO may terminate the agreement for a fourth violation of any service objective (Items 1 - 5 above) 6 7 5 If the City of Greeley receives an unsatisfactory ternimal rating from the Colorado State Patrol (CSP), the City of Greeley is expected to correct the deficiencies within thirty (30) days The City of Greeley is expected to operate transportation services in the safest possible manner including only operating road -ready equipment 6 8 Performance Review The MPO reserves the right to conduct a performance review with the City annually In the event it shall be determined by the MPO that the City has failed to comply with or fulfill material terms obligations or conditions of this Agreement, the MPO may give written notice of the same and if the City fails to cure the default with 30 days of receipt of such notice, the MPO may terminate this Agreement without further compensation to the City 6 9 Intellectual Property Rights 25 The parties hereby agree, and acknowledge, that all products, items writings, designs, models, examples, or other work product of the City produced pursuant to this Agreement are works made for lure, and that the MPO owns, has, and possesses any and all ownership rights and interest to any work products of the City made under this Agreement, including any and all copyright, trademark, or patent rights, and that compensation to the City for an acknowledgment of this INTELLECTUAL PROPERTY RIGHT section of tlus Agreement is included in any compensation or price whatsoever paid to the City under this Agreement It is the intent of the parties that the MPO shall have full ownership and control of the City s work products produced pursuant to this Agreement, and the City specifically waives and assigns to the MPO all rights which the City may have under the 1990 Visual Artists Rights Act, federal, and state law, as now written or later amended or provided In the event any products, items writings, designs, models, examples or other work product produced pursuant to this Agreement, without further consideration and agrees to assist the MPO in registering and from time to time enforcing all copyrights and other right and protections relating to the City s products, items writings, designs, models, examples, or other work product in any and all counties It is the City s specific intent to assign all right, title, and interest whatsoever in any an all copyright rights in the City s products, items writings, designs, models, examples or other work product produced pursuant to this Agreement, in any media and for any purpose, including all right of renewal extension, to the MPO To that end the City agrees to deliver all necessary documents requested by the MPO in connection therewith and appoints the MPO as the City's agent and attomey-m-fact to act for and in the City s behalf and stead to execute, register, and file any such applications, and to do all other lawfully permitted acts to further the registration, prosecution, issuance, renewals, and extensions of copyrights or other protections with the same legal force and effect as if executed by the City, further, the parties expressly agree that the provisions of this INTELLECTUAL PROPERTY RIGHTS section shall be binding upon the parties and their heirs, legal representatives, successors, and assigns (a) This Agreement may be assigned by the MPO to any other public agency, commission, authority nonprofit corporation or political subdivision or instrumentality of the State of Colorado or the United States government created for or having he power to operate a 34-Xpress public transportation service (b) The City shall not assign, subcontract, or otherwise transfer this Agreement or any right or obligation hereunder without the prior written consent of the MPO 6 10 Disputes Except as otherwise provided in this Agreement, any dispute ansing under this Agreement which is not disposed of by mutual agreement of the parties may be settled by binding arbitration in accordance with the rules, regulations and procedures of the American Arbitration Association and/or Judicial Arbiter Group The sole arbitrator shall be appointed by the Arbitration Association and/or Judicial Arbiter Group unless a different arbitrator or dispute resolution agency is mutually agreed upon The award of 26 the arbitrator shall be accompanied by a reasoned opinion, and shall include findings of fact and conclusions All fees and expenses of the arbitration including the expense of each party's counsel, experts, witnesses and preparation and presentation of proofs, shall be borne by the party against whom arbitration judgment is made 6 11 Equal Employment Oonortumty (a) In connection with the performance of tins Agreement, the City will comply with all federal, state and local laws, ordinances, rules and polices related to equal employment opportunities (b) The City shall famish all necessary information and reports and shall permit access to its books, records, and accounts related to tlus Agreement by the MVO for purposes of investigation to ascertain compliance with the nondiscrimination provisions of this Agreement 6 12 Entire Agreement (a) This Agreement, together will all exhibits and attachments incorporated herein by the Agreement Terms, constitutes the entire Agreement between the parties hereto related to the City's operation of the 34-Xpress route (b) This agreement does not amend, alter or terminate in any way any other Intergovernmental Agreements entered into by the parties which may be related to the services now known as the 34-Xpress route This Agreement is expressly made subject to these Agreements 613 NonwaiverofRights No waiver of default by the MVO of any of the terms covenants and conditions hereof to be performed, kept, and observed by the City shall be construed, or shall operate, as a waiver of any subsequent default of any of the terms, covenants or conditions herein contained to be performed, kept, and observed by the City 6 14 Headings The headings of the several articles and sections of this Agreement are inserted only as a matter of convenience and for reference and do not define or limit the scope or intent of any provision of tins Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof 6 15 Integration This is a completely integrated Agreement and contains the entire Agreement between the parties related to the City's operation of the 34-Xpress route Any prior written or oral representations regarding the City's operation of the 34-Xpress route shall be of no 27 effect and shall not be binding on the City or the MPO Further, the City and the MVO acknowledge and agree that this is a negotiated text Agreement, and that as such no term shall be construed against the MPO as the author thereof 6 16 No Third Partv Benefici It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Parties hereto, and nothing contained in the Agreement shall give or allow any such claim or right of action by any other or third person or entity on such Agreement It is the express intention of the Parties hereto that any person or entity, other than the parties to this Agreement, receiving service or benefits under this Agreement shall be deemed to be incidental beneficiaries only 6 17 Independent Contractor In the performance of the City's obligations under this Agreement, it is understood, acknowledged and agreed between the parries that the City is at all tunes acting and performing as an Independent Contractor, and the MPO shall neither have nor exercise any control or direction over the manner and means by which the City performs the City's obligations under this Agreement, except as otherwise stated within the Agreement terms The City understands and agrees that the City and City's employees, agents, or other personnel are not MPO employees The City shall be solely responsible for payment of salaries, wages payroll taxes, unemployment benefits or any other form of compensation or benefit to the City or any of the Contractors employees, agents or other personnel performing services or work under this Agreement, whether it be of a direct or indirect nature Further in that regard, it is expressly understood and agreed that for such purposes neither the City nor the City's employees, agents or other personnel shall be entitled to any MVO payroll, insurance, unemployment, workers compensation, retirement or any other benefits whatsoever 6 18 Indemnification The City agrees that to the extent authorized by law the City shall indemnify, defend and hold harmless the MPO, its officers, employees and agents, from and against any and all loss, damage, injuries, claims, cause or causes of action, or any liability whatsoever resulting from, or arising out of, or in connection with the City s obligations or actions under this Agreement 619 Nondiscrimination 6 19 1 The City, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement Failure by the City to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the recipient deems appropriate 29 6 19 2 Title VI Of The Civil Rights Act Of 1964 During the performance of the agreement the City of Greeley, for itself, its assignees and successors in interest agrees as follows (a) Compliance with Regulations The City of Greeley shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of the agreement (b) Nondiscrimination The City of Greeley, with regard to the work performed by it during the agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment The City of Greeley shall not participate either directly or indirectly in the discrimination prohibited by Section 215 of the Regulations, including employment practices when the agreement covers a program set forth in the Regulations (c) Solicitations for Subcontractors Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the City of Greeley for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the City of Greeley of the City of Greeley's obligations under the agreement and the Regulations relative to non-discrimination on the grounds of race, color, or national origin (d) Information and Reports The City of Greeley shall provide all information and reports required by the 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 the MPO or the Federal Transit Administration to be pertinent to ascertain compliance with such Regulations orders and instructions Where any information required of the City of Greeley is in the exclusive possession of another who falls or refuses to furnish this information, the City of Greeley shall so certify to the MPO or the Federal Transit Administration as appropriate, and shall set forth what efforts it has made to obtain the information (e) Sanctions for Noncompliance In the event of the City of Greeley's noncompliance with nondiscrimination provisions of the agreement the MPO shall impose agreement sanctions as it or the Federal Transit M Greeley may be called on to assist in support activities, such as distributing the bus schedules, advertisements, and surveys 14 Transportation Services 14 1 Throughout the Agreement term the City, acting as an Independent Contractor, agrees to provide safe, efficient, and economical MOO -approved 34- Xpress transportation services in the geographic area and during the tunes designated and published by the MPO during the Agreement Term and in such additional or modified areas and tunes which may be established pursuant to Exhibit A, Scope of Services As an integral part of providing such a service, the City shall in general and at all tunes (a) Comply with all MOO requirements and service standards as set forth herein, (b) Comply with all other provisions of this Agreement, (c) Take all steps necessary to ensure the safety and reasonable comfort and convenience of the members of the public utilizing such service The City of Greeley shall be responsible for establishing and maintaining a driver vehicle and passenger safety program throughout the duration of the agreement, (d) Charge only fares as may be directed by the MOO, (e) Comply with all policies, practices, terms and conditions as may be directed by the MPO with regard to collection, security for, and disposition of all fares and other operating revenue, (f) Comply with all policies, practices, terms and conditions, as may be directed by the MPO with regard to the availability and distribution of schedules and other printed material related to such service and related transportation services, including the distribution of such schedules and written materials on vehicles providing transportation services under this Agreement, (g) Conduct such services and its businesses and transportation services under this Agreement, (h) Conduct such services and its businesses and operations as they relate to such services in a safe, sound, economical, and efficient manner, (1) Comply with the MVO s directions to accommodate paratransit passengers on the 34-Xpress bus service as appropriate understanding that the 34- Administration may determine to be appropriate, including, but not limited to 1 Withholding of payments to the City of Greeley under the agreement until the City of Greeley complies, and/or 2 Cancellation, termination, or suspension of the agreement, in whole or in part (f) Incorooration of Provisions The City of Greeley shall include the provisions of paragraphs "a" through "e" in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto The City of Greeley shall take such action with respect to any subcontract or procurement as the MPO or the Federal Transit Administration may direct as a means of enforcing such provisions including sanctions for noncompliance provided, however, that, in the event the City of Greeley becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the City of Greeley may request the MPO, and in addition, the City of Greeley may request the United States to enter into such litigation to protect the interests of the United States 6 20 City's Conduct (a) The City shall not display signs or other advertising material of any kind that use the MPO's name or logo without the prior written permission of the MPO (b) The City shall ensure that City personnel are courteous to the public, patrons, and all other persons 6 21 Permits and Licenses The City, at the City's expense, shall procure, post, and keep valid, all permits or licenses necessary for performance of this Agreement except licenses and registration for the MPO vehicles 6 22 Interest of Employees No member officer or employee of the MPO, during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in the agreement or the proceeds thereof To each party's knowledge, no Commissioner, officer, or employee of the MPO has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the MPO, and if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made in writing to the other party or parties 6 23 Interest Of Members Of Congress 30 No member of or delegate of the Congress of the United States shall be admitted to any share or part of the agreement or to any benefit ansmg there from 6 24 Disadvantaged Business Enterprise (DBE) — if applicable If applicable, in connection with the performance of the agreement, the City of Greeley shall cooperate with the MVO in meeting commitments and goals with regard to the maximum utilization of Disadvantaged Business Enterprises and will use its best efforts to ensure that Disadvantaged Business Enterprises shall have the maximum practicable opportunity to compete for subcontract work under the agreement If required, the City of Greeley shall submit with proposal certification of the actual percentage of DBE utilization for this project A DBE is a business owned and controlled by one or more socially and economically disadvantaged individuals For the purpose of definition, DBE means an enterprise with control by an individual or individuals who is/are Female, Black American, Hispanic American, Asian Pacific American, Asian Indian American or Native American, and other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small Business Act, as further described in FTA Circular C4716 1A Owned and controlled means a business which is (1) A sole proprietorship legitimately owned by a socially and economically disadvantaged individual, (2) A partnership or joint venture controlled by socially and economically disadvantaged individuals, and in which at least fifty-one percent (51%) of the beneficial ownership interests legitimately are held by socially and economically disadvantaged individuals, or (3) A corporation or other entity controlled by socially and economically disadvantaged individuals, in which at least fifty-one percent (51%) of the voting interests legitimately are held by socially and economically disadvantaged individuals 6 25 Emergency Management Any emergency revenue service hours provided by the City at the MPO's direction during an emergency shall count against the applicable annual revenue service hours specified in section 5 2 of this Agreement In addition, the MPO shall have the right during a declared emergency to seize and utilize as the MPO deems necessary any MPO vehicles leased or otherwise provided to the City under this Agreement, during the emergency ARTICLE 7 Notices All notices hereunder and all communications made with respect to this Agreement shall be deemed to be made when deposited with the United States Postal Service, first class postage prepaid, and addresses as follows 31 TO CITY OF GREELEY Brad Patterson — 34-Xpress Project Manager Greeley -Evans Transit City of Greeley Transit Services Division 1200 A Street Greeley, Colorado 80631 TO WO David Averill Regional Multi -Modal Planner 419 Canyon Avenue Suite 30C Fort Collins, Colorado 80521 IN WITNESS WHEREOF, the parties hereto being duly authorized have executed this Agreement on the dates written below FOR THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) Dated this ?,?day of Tu..l ,r 2008 c By (REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK) 32 FOR THE CITY OF GREELEY, COLORADO (THE CITY) Dated tlus _ day of 2008 B Mayor ATTEST By (se AL City Cler P APPR07D AS TO LEGAL FORM�� Lm ANCE AS TO AVAILABILITY OF FUNDS By W.c14..,- it J,� , Director of Public Works 33 INTERGOVERNMENTAL AGREEMENT FOR THE OPERATION OF 34- XPRESS PILOT TRANSIT SERVICE PROJECT BY AND BETWEEN THE NORTH FRONT RANGE AIR QUALITY AND TRANSPORTATION PLANNING COUNCIL AND THE CITY OF GREELEY Exhibit A Scope of Services SERVICES TO BE PERFORMED The services to be performed by the City of Greeley are (1) actual operation and management of the 34-Xpress intercity bus service and, (2) submission of reports and other materials to the MPO, as specified within this Scope of Services A Operation of Transit Services The City of Greeley shall be responsible for the management and operation of public transportation services pursuant to the terms, conditions, and requirements stated herein In the conduct of this task, the City of Greeley shall ensure at all times that vehicles used for passenger conveyance shall be operated with due regard for the safety, comfort, and convenience of the general public The public transportation services included in this Scope of Services consist of intercity transit service on U S Highway 34 from Greeley, Colorado to Loveland, Colorado Dispatching of Operators It is expected that the operator of each of the fixed bus services will be able to communicate with other local bus operator(s) by using standard radio equipment and frequencies or other means of communication, e g cellular phones If this is not feasible, or other local operators are not implementing this procedure, the procedures shall be implemented to allow the operators to communicate with other systems through the dispatch centers The bus operator shall maintain radio contact with the City of Greeley's dispatch center while the vehicle is in service and while it is ` deadheading" back to the bus yard B Reporting Requirements The City of Greeley shall be subject to reporting requirements concerning the operation and maintenance of all equipment and the transit service These reporting requirements are specified in Section 4 D of this Scope of Services, and include, but are not limited to, the following • Administration • Accident Reporting • Incident Reporting and follow-up • Data Collection and Reports • Fare Collection and Reports Ti • Passenger Counts • Accounting • Service Monitoring • Dnver Training and Evaluation • Insurance • Participation as needed in promotions and marketing • Communication with other local transit operations regarding passenger transfers C Compensation The MPO will compensate the City of Greeley at the Revenue Service Hour (RSH) Rate of $56 50 per hour The RSH rate will be adjusted for fuel expenses as needed upon the mutual agreement of the parties H DESCRIPTION OF TRANSIT SERVICES Service Area — Route will operate between the South Greeley Transfer Center (Greeley Mall) and the East Loveland Transfer Center (Loveland Visitor s Center) on US FLghway 34 and other streets and roads as required Due to the limited number of stops along this route this route is considered to be an intercity route and not a fixed route and complementary paratransit service is not required A Routes 34-Xpress Greeley -Loveland Pilot Regional Transit Service Turn by Turn Route Westbound South Greeley Transfer Center Cad Greeley Mall to East Loveland Transfer Center rr Loveland Visitor Center 1 Start South Greeley Transfer Center @ Greeley Mall 2 Right/North on 23rd Avenue (partial one-way NB) 3 Left/West on 28"' Street (one-way WB) 4 Left/Southwest onto US 34 Bypass Westbound 5 Right/North on 471h Avenue 6 Left/West on 20"' Street 7 Left/South on 951h Avenue (one-way SB) 8 Right/West on US 34 Bypass Westbound (one-way WB) 9 Right/North on Promontory Parkway (one-way NB) 10 Left/West on 18"' Street (at roundabout) (one-way WB) 11 Right/East on Promontory Circle (at roundabout) 12 Left/West on US 34 Business Westbound 35 13 Right/North on Centeaa Parkway 14 Left/West on Sky Pond Drive 15 Right/North on Sky Pond Drive at roundabout (East Frontage Road) 16 Right/East through Promenade Shops (between Red Robin & On the Border Restaurants) 17 Left/North on Macy's access drive 18 Right/East on Kendall Parkway 19 Left/North on Centerra Parkway 20 Left/West on East Crossroads Boulevard 21 Left/South on Byrd Drive 22 Right/West on Test Street 23 Left/South on Rocky Mountain Avenue 24 Left/East into Rocky Mountain Regional Medical Center on main drive (at roundabout) 25 Right/South on first RMRMC parking lot road 26 Left/East on first RMRMC parking lot road 27 Left/North on last RMRMC parking lot road 28 Left/West on main RMRMC drive 29 Left/South on Rocky Mountain Avenue (at roundabout) 30 Left/East on Foxtrail Drive (at roundabout) 31 Right/South on Stone Creek Circle End East Loveland Transfer Center @ Loveland Visitor Center (Stone Creek Circle, southwest corner) 34-Xpress Greeley -Loveland Pilot Regional Transit Service Turn by Turn Route Eastbound East Loveland Transfer Center Cad Loveland Visitor Center to South Greeley Transfer Center A Greeley Mall 1 Start East Loveland Transfer Center @ Loveland Visitor Center (Stone Creek Circle, southwest comer) 2 Left(West on Foxtrail Drive 3 Right/North on Rocky Mountain Avenue (at roundabout) 36 4 Right/East into Rocky Mountain Regional Medical Center on main drive (at roundabout) 5 Right/South on first RMRMC parking lot road 6 Left(East on first RMRMC parking lot road 7 Left/North on last RMRMC parking lot road 8 Left/West on main RMRMC drive 9 Right/North on Rocky Mountain Avenue (at roundabout) 10 Right/East on Test Street 11 Left/North on Byrd Drive 12 Right/East on East Crossroads Boulevard 13 Right/South on Centerra Parkway 14 Riglrt/West on Kendall Parkway 15 Left/South on Macy s access drive 16 Right/West through Promenade Shops (between Red Robin & On the Border Restaurants) 17 Left/South on Sky Pond Drive (East Frontage Road) 18 Left/East on Sky Pond Drive (at roundabout) 19 Right/South on Centerra Parkway 20 Left(East on US 34 Westbound 21 Right/Northeast on US 34 Business Eastbound 22 Right/South on Promontory Circle 23 U-Turn at 18`h Street roundabout, returning east on Promontory Circle 24 Right/East on US 34 Business (one-way EB) 25 Right/South on 83 d Avenue (one-way SB) 26 Left/East on 20'h Street 27 Right/South on 47 h Avenue 28 Left/East on US 34 Bypass Eastbound 29 Right/South on 23`a Avenue 37 30 End South Greeley Transfer Center @ Greeley Mall NORTNfRONT RANGEHwy 34 Pilot - Bus Route Map tl e a Poaflm Ndmn wrwrourui iuxxixcawx�unox �.rA wy.bewru omn a�zrgor w mvxY O�5 Prgem 'N z t_ WIN09OR LOYELAND GREELEY e �I Ir �kr ♦1� yui+♦ ;���; nmm G ■ hmiD clwncmm �r ■ � 1 l 18 �JrJ � _—__J a, 1 1 #1 I 1 1 � � ��..rJ ♦ f fJ ♦ zdxa 1�+ a.xnuxl �,,,,..,,.rwwr ♦Z $'r �N Ji vqy 3 1 � Pi{F���J ava� 1 L rrJJ RanmluYFM�-� 2 B Days/Hours of Operation The MPO reserves the right to modify the hours of operation and numbers of buses based on changing conditions Days of Service — Monday — Saturday, except for the following holidays New Year s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day Hours of Service — 7,600 Annual Revenue Service Hours Monday — Friday 6 08 am —7 08 p m, Saturday 9 08 am —7 08 p m SCHEDULE Tunes are in minutes after the hour WESTBOUND EASTBOUND (Read Down) LOCATION (Read Up) 08 South Greeley Transfer Center 08 21 20's Street x 7151 Avenue 48 38 41 Promenade Shops 27 15 East Loveland Transfer Center 15 Frequency of Service — Hourly, dependent upon financial resources and demand C Fares The MPO will determine and set fares City of Greeley shall charge passengers exactly as specified by the MPO, unless notified by the WO that there will be a deviation from regular fares Adult Fare $1 00 for a single, one-way trip within local service zone $2 00 for a single, one-way trip in regional service zone Youth (Ages 0-4), Senior (Ages 60+), and People vnth Disabilities Half -Fare $ 50 for a single, one-way trip within local service zone $1 00 for a single one-way trip in regional service zone The City of Greeley's drivers will collect fares At a time and place arranged by the MVO, City of Greeley will deposit fares in a bank account as specified by MPO The City of Greeley must use an agreed upon secure counting and monetary control procedure acceptable to the MPO D Transfers Transfers will be accepted from the Greeley -Evans Transit (GET) and City of Loveland Transit (COLT) systems with vand, current transfer slips not aged over 30 minutes from time of issue, and will receive the following fare discounts Adult Fare No charge for a single, one-way trip within local service zone $1 00 for a single, one-way trip in regional service zone Youth (Ages 0-4), Semor (Ages 60+), and People with Disabilities No charge for a single, one-way trip within local service zone $ 50 for a single, one-way trip in regional service zone Free transfer slips good for 30 minutes will be provided by the 34-Xpress service to transfer to the GET or COLT systems 39 Xpress route has been determined to be exempt from providing separate, complementary paratransit services, �} Comply with all applicable provisions of federal, state, and local law or regulations, (k) City Initiated Changes The City shall not, without prior written approval of the MPO, initiate or permit any change to the Transportation Services described in the Exhibit A Scope of Services of this Agreement The City may propose changes in the Transportation Service by presenting a written proposal in writing to the APO 30 days prior to said proposed schedule or service change The MPO, at the MPO's sole discretion, may either approve or disapprove the request (I) Schedule Changes The N20 may require changes to this Agreement in the number of Vehicle Hours operated by the Contractor or to other aspects of the Transportation Service as specified in Exhibit A, Scope of Services through the execution of an Amendment to this Agreement The APO shall be entitled to implement such modification with the written concurrence of the City of Greeley's and the City of Loveland's designated representatives as set forthi in item xx below provided that 30 days advance notice of any such modification is provided in writing to the City of Greeley and the City of Loveland 14 2 Performance Adherence to timetables is absolutely essential The City of Greeley shall be responsible for making every effort to ensure that the subject routes operate according to their public timetables However, the City of Greeley shall not be held responsible for failure to provide on -tune service due to external conditions over which the City of Greeley has no control, e g , severe weather or extraordinary traffic conditions that preclude scheduled performance For purposes of performance evaluation, on -time performance is defined as follows 1) A fixed route vehicle shall depart at a time point between zero (0) minutes before and ten (10) minutes after the scheduled departure time, and, the vehicle shall not leave the time point prior to the scheduled departure time 2) Adequate back up vehicles for all services should be available to be dispatched from the yard within 20 minutes of the time when the original vehicle was scheduled 14 3 The City of Greeley shall be responsible for ensuring that all scheduled trips are operated in their entirety Any scheduled trip or portion thereof, which is not operated pursuant to schedule shall be reported to the MPO as a missed trip pursuant to Section 6 2(d) of this document 13 14 4 The City of Greeley shall average a 90% on -tune performance record for each quarter of operation The City of Greeley shall, at a mimmum, complete 99% of all scheduled trips during every quarter of operation 1 5 MPO Discretion Nothing in this Agreement shall be construed to require the MPO to approve any change to the Transportation Service specified in this Agreement and the MPO may withhold its approval of any changes, at the MPO's discretion 16 Change Orders Except as otherwise stated in this Agreement, changes this Agreement shall be effective only upon written amendment to the Agreement between the parties Each amendment to this Agreement shall be sequentially numbered as an amendment hereto and signed by authorized representative(s) of the MPO and City Amendments shall only amend the specific portions of this Agreement as written in the amendment and shall not change any other portion of this Agreement ARTICLE 2 Equipment 2 1 Primary VehiclesBack-Utm Vehicles The MPO shall provide the intercity buses operated by the City of Greeley, except that City of Greeley shall provide comparable backup vehicles for use if two or more of the vehicles provided by the MPO are out of service The City of Greeley shall notify the MPO within two (2) hours of the deployment of any back-up vehicle The City of Greeley shall take necessary steps to minimize the use of back-up vehicles by effecting repairs to the primary velucles as quickly as possible The back-up vehicle(s) shall be comparable in size, design, features, color scheme, and equipment to the primary vehicles Any back-up vehicles used by the City of Greeley must be clearly identified as operating the MPO service The City of Greeley shall specifically identify the vehicle(s) proposed for back-up duty Such vehicles shall be subject to approval by the MPO Contract Manager 2 2 MPO Rights with Respect to MPO Vehicles and Other MPO Equipment This Article applies to all MPO Vehicles and other Equipment provided by the MPO to the City at any time The MPO reserves the absolute right, in its sole discretion, (1) to determine the number and type of MPO Vehicles and other MPO Equipment with which the MPO will provide to the City under this Agreement, (2) to substitute or replace any MPO Vehicle or other MPO Equipment provided to the City under this Agreement, (3) to direct the return to the MPO or its designee of any or all APO Vehicles or other APO Equipment at any time The APO shall assure that all vehicles provided, including substitute and replacement velucles, meet the requirements of the ADA and all federal, state, and local requirements prior to providing any vehicle to the City 2 3 APO Vehicles and Ancillary Equipment Provided The MPO will provide to the City the APO Revenue Vehicles listed in this Agreement on Exhibit B which is attached hereto and incorporated herein by this reference The City acknowledges and agrees that the MPO Revenue Velucles provided to the City are adequate and sufficient to provide and support the Transportation Services at the level of Vehicle hours specified in the Agreement (a) The City will be provided an opportunity to inspect MPO-owned 34-Xpress service velucles to detennine the mechanical status and condition of the vehicles prior to the velucles being transferred to the City Any deficiencies that the MPO and the City mutually agree as requiring correction prior to the transfer of velucles to the City will be documented by the City No acceptance of velucles by the City will occur until after the deficiencies are corrected (b) The City hither acknowledges and agrees that it has, in addition, received various items of ancillary APO Equipment from the APO as identified in this Agreement on Exlubit B, which is attached hereto and incorporated herein by this reference The City agrees to comply with all the MPO procedures for handling all MPO Equipment in accordance with APO practices and procedures included in, but not limited to, those outlined in the Scope of Services provided that those practices and procedures are provided to the City at the time of signing this Agreement 24 Inventory and Documentation The City shall cooperate fully with the MPO in developing and maintaining an up to date and accurate inventory of all MPO Velucles and Ancillary Equipment in possession of the City The City shall complete and process all documentation deemed necessary by the MPO to evidence and record the receipt, possession, return, or transfer of any MPO Vehicles and Ancillary Equipment coming into, being in, or leaving the City's possession 2 5 Lease of MPO Velucles 2 5 1 The MPO hereby leases to the City MPO Revenue Service Velucles described on Exhibit B for one dollar ($1 00) per Velucle, per year or part thereof, during the Agreement Term These velucles shall be used only in the provision of Transportation Services under this Agreement, unless otherwise directed by authority of the NPO Planning Council The City shall make a deduction from their first month's billing every year of the Agreement for this lease fee 0 2 5 2 General Lease Provision The following provisions establish the conditions for the lease of velucles only and not a sale thereof or the creation of any other interest therein by the Contractor The MPO shall remain the sole owner of the vehicles, and nothing contained in this Article or in the payment of charges set forth in this Agreement shall enable the City to acquire any right title, or interest in or to the velucles (a) During the lease period, the velucles leased pursuant to this Agreement shall be under the sole control of the City, subject to the rights of the MVO as provided herein (b) The City shall not operate vehicles owned by the MPO outside of the geographical boundaries specified in this Agreement unless required in order to transport the vehicles for servicmg (c) The City shall not sublease any MPO velucles to any other parties (d) The City shall not use any MPO vehicles for other profit making ventures, or for any other service without written authority by the MPO designee (e) The City shall employ and have absolute control and supervision over the operators of the leased vehicles The City shall be responsible in assuring that all operators are specifically trained in the use of MVO vehicles prior to the vehicles being used in service 2 5 3 Delivery, Acceptance, and Return of Vehicles Pick-up and return time and location for vehicles will be determined by the MPO designee in coordination with the City City employees shall be the operators for both pick-up and return of the leased vehicles (a) A pick-up inspection sheet shall be with the vehicle when the City accepts the vehicle Following inspection of each vehicle, the pick-up inspection sheet will be signed by representatives of the MPO and the City Upon return of the vehicle to the MPO, another inspection shall be conducted, repairs made (reasonable wear and tear excepted), and a return inspection sheet shall be signed by representatives of the MVO and the City acknowledging the return of the vehicle to the MPO in acceptable condition The condition of the vehicle at pick-up shall be documented by the MPO with a written check list, and may also include photographs or video tape A representative of the City shall uutial such documentation if such is an accurate account of the condition of the vehicle at the time of acceptance No acceptance of the velucle shall occur until the vehicle is in a condition acceptable to the City (b) Upon delivery of any vehicle to City and acceptance thereof by the City delivery and acceptance shall conclusively establish that, and the parties hereby agree 1) The City has fully inspected the vehicle, 2) The velucle is in full compliance with all of the MPO's obligations under this Agreement relating to said vehicle and with covenants, terms, and conditions of this Agreement, and 3) The City is fully satisfied with and unconditionally accepts the vehicle in its existing as -is" condition as and when delivered 2 5 4 Mechanical Failure or Damage, Including Body Damage Any damage to the leased WO vehicle which occurs following acceptance of the vehicle by the City shall be the sole responsibility of the City This shall include mechanical failures caused by the City's negligence, damage caused by accidents, and any other damage to the vehicle caused while in the possession of the City following acceptance The MPO shall be reimbursed at the fair market value for any vehicle that the City determines to be beyond repair due to mechanical failure or damage If this occurs during the period of the lease, payment will be made prior to receipt of a replacement vehicle 2 5 5 Warranty (a) All equipment delivered pursuant to this agreement is delivered by the MPO and accepted by the City in its "as -is" condition The MPO makes no representation inducement, or assertion whatsoever as to said equipment except as expressly set forth in this Agreement (b) The City is responsible for the cost of repairs to correct chassis damage, drive tram damage, and component damage or failure, not covered by vehicle warranty (c) The City will collect all vendor and manufacturer warranties upon delivery of the vehicles and will provide the MPO designee with copies of each When required, the City will proceed to obtain warranty work from the vendor or manufacturer, whichever is applicable, and provide copies of documentation showing what work was completed on the vehicles to the MPO designee In the event of a warranty dispute the City shall notify the WO designee 2 6 MPO Equipment Returns and Substitutions during Agreement Term The WO may require any MPO equipment, including vehicles and ancillary equipment to be returned or transferred to the WO at any reasonable time that the MVO designates and shall be delivered by the City at a place designated by the MPO within the geographical limits of the service area. All terms and conditions of the Agreement shall apply to any substitute equipment Prior to any change in the Equipment, the City and the MPO agree to amend this Agreement to reflect the equipment changes 2 7 MPO Insnection of Vehicles It is the City's responsibility to safely operate all vehicles providing Transportation Service under this Agreement A random amoral inspection of some or all velucles may be conducted by the MPO at any tune during the revenue service business hours during the term of this Agreement 2 8 Return of MPO Vehicles and Ancillary Equipment and Related Records Upon Termination Immediately following the expiration of the Agreement Term, or upon the trimnation of the Agreement, the City shall surrender and deliver to the MPO all NIPO Vehicles and Ancillary Equipment and related records to such location as the MPO may direct The City shall be entitled to retain a copy of any such records as may be required for the City s reporting or compliance requirements provided however that the City shall be responsible for all related copying costs 2 9 Title Title to MPO Property shall not be affected by the incorporation or attachment thereof to any property not owned by the MPO nor shall such MPO Property, or any part thereof, be or become a fixture or lose its identity by reason of affixation to any realty The City acknowledges and agrees that the MPO owns all MPO Vehicles and Ancillary Equipment Nothing contained in this Agreement shall affect the MVO s absolute ownership of and title to the MVO Vehicles and Ancillary Equipment, such ownership and title being hereby expressly reserved to and retained by the MPO Contractor shall not (1) Obtain, acquire or otherwise be construed to own any property or other interest in the MPO Vehicles and Ancillary Equipment except the right to use it for the purposes and on the conditions stated in this Agreement during the Agreement Term, (2) Sell, assign, or otherwise grant any party any right to own, use, or possess the MPO Vehicles and Ancillary Equipment or any part of it, (3) Permit the MPO Vehicles and Ancillary Equipment, or any part of it, to pass from the possession and control of the City, unless directed to do so in writing by the MPO, or (4) In any manner, allow or permit the MPO Vehicles and Ancillary Equipment, or any part of it, to be pledged, seized or held for any tax, debt lien, or other obligation Should the MPO Vehicles and Ancillary Equipment, or any part of it, become subject to or encumbered by any tax, debt, hen, or other obligation during the Agreement Term or before the actual delivery of the ADO Vehicles and Ancillary Equipment to the MPO after the Agreement Term the City shall