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HomeMy WebLinkAbout5.A.1. Van Pool/VPSI Agreement s:ft./ . CITY OF SHAKOPEE Memorandum CONSENT CASE NO.: Not applicable TO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: Van Pool/VPSI contract MEETING DATE: September 16, 2008 REVIEW PERIOD: Not applicable. INTRODUCTION: Council is asked to approve the attached contract with VPSI for van pool services. The contract is substantially similar to previous agreements with VPSI, and has been reviewed by the City Attorney. DISCUSSION: Van pools have for a number of years been one ofthe transit services offered by the City of Shakopee. In the past 12 years the number of van pools has hovered between 3 and 5, and the majority ofthese have had Downtown Minneapolis as a destination. This item was tentatively scheduled for Council action in August of this year, but a question arose regarding the impact of the BlueXpress commuter service on the existence of the van pools. It was staff's expectation that the new BlueXpress service might impact the number of van pools over time. Indeed, fairly early after start of the BlueXpress, one of the longstanding van pools did disband because of riders moving or shifting to the new service. However, three van pools of varying size do remain. Prom staff's review of these, it appears that one of the factors in their continuing existence may be the flexibility of departure times from Shakopee to Downtown and vice-versa. It is possible that as additional buses and runs are added to the BlueXpress over time, it may have a further impact on the number of van pool riders. However, it should be noted that regionally, the most recent numbers for van pools actually showed a 20% increase in van ridership over 2007. This might suggest that for some users, the van pool concept provides greater flexibility than fixed route express service. RELATIONSHIP TO CITY GOALS: The proposed action relates to goal B, high quality of life. ALTERNATIVES: 1. Offer and approve a motion approving the attached contract for van pool services with VPSI, Inc, and authorizing the appropriate city officials to execute the contract. H:\CC\2008\09-16\VPSI van pool contract 09162008.doc 2. Do not approve the contract with VPSI, Inc. 3. Table the matter for additional information. ACTION REQUESTED: Offer and approve a motion approving the attached contract for van pool services with VPSI, Inc, and authorizing the appropriate city officials to execute the contract. /'<:~ ~>?'? .~~~ R. Michael Leek Community Development Director H:\CC\2008\09-16\VPSI van pool contract 09162008.doc City of Shakopee Vanpool Program This Agreement made and entered into this _ day of , 2008, by and between the City of Shakopee, Minnesota, a municipal corporation of the State of Minnesota, hereinafter referred to as the "City" with offices as 129 South Holmes Street, Shakopee, Minnesota, and VPSI, Inc., a Delaware corporation, with offices as 1220 Rankin Street, Troy, Michigan, hereinafter referred to as VPSI. Witnesseth: Whereas, vanpools represent an energy and cost efficient mode of transportation; and Whereas, VPSI has operated in Minnesota for over thirty years and is established as an existing private provider of public transportation, and Whereas, the City finds VPSI to be qualified to continue and assist the City in carrying out the vanpool program, and Whereas, VPSI desires to continue to provide fleet management and other technical services and assistance to the City in carrying out the vanpool program. Now, therefore, for the consideration herein expressed, it is agreed by and between the City and VPSI as follows: 1. VPSI's Responsibilities: 1.1. VPSI will work closely with the City to insure the success of the vanpool program. VPSI support services to be provided will include the following: 1.1.1. Vanpool vehicle procurement and delivery 1.1.2. Driver qualifications 1.1.3. Fleet management including maintenance and insurance 1.1.4. Vehicle disposal 1.2. VPSI will assist the City in marketing the vanpool program and assist the City in matching applicants into viable vanpools. This includes allowing the City to place its logo on the vans. 1.3. VPSI will file a certificate of insurance with the City showing the following coverage: Auto Liability and Property Damage: Combined Single Limit: $1,200,000. VPSI will provide a 30 day notice to the City of any change, cancellation or lapse of such policy. Prior to beginning any work under this agreement, VPSI shall provide a certificate of insurance to the City. VPSI is self-insured for Collision and Comprehensive. VPSI shall name the City of Shakopee as an additional insured on all insurance requested herein. VPSI agrees to indemnify, defend and hold the City harmless from and against all claims, liabilities, losses, and demands, including but not limited to attorneys' fees - 1 - and court costs, for injury to or deaths of any person or for damages to any property arising out of or in any way connected with this contract. It is agreed that this indemnification provision does not apply with respect to workers' compensation or similar claims against the City by City employees. VPSI assumes full responsibility for relations with its subcontractors, and shall indemnify, defend and hold the City and Regional Transit Board harmless from and against all claims, liabilities, losses, and demands arising out of the action or inaction of any such subcontractor. Workers' compensation policies and unemployment compensation coverage will not be provided to drivers. The drivers will not be employees of VPSI, or the City, but will be classified as volunteer drivers in a ridesharing arrangement. 1.4. VPSI shall notify the City and the Regional Transit Board at the first opportunity, and within 24 hours when possible, of any significant occurrence involving or alleging personal injury and/or property damage arising out of or concerning this vanpool service. 1.5. VPSI shall seek to keep costs as low as possible. The City understands, however, that is it necessary from time to time to increase fixed costs to all groups as interest rates, insurance, and maintenance costs increase on existing vans, and as new and more expensive vehicles are transitioned into the fleet and older, less expensive vehicles are retired. 1.6. VPSI has established and shall maintain a preventive maintenance and inspection program. Under this program, vehicle service will be performed at service centers specified by VPSI in the Twin Cities area. VPSI has national accounts with several vehicle service and repair facilities, including but not limited to Firestone and Goodyear, to provide maintenance service on VPSI vehicles. Maintenance and repair costs are billed directly to VPSI for services rendered. Detailed maintenance records on each vehicle are kept by VPSr. Vanpool drivers follow a maintenance scheduled outlined by a coupon book provided with each vehicle and are also given periodic reminders. It will be the van driver's responsibility to report to the local VPSI office, required unscheduled maintenance prior to having work performed. The van driver will be expected to maintain a clean vehicle, both inside and out. 1.7. VPSI shall keep a backup vehicle available at all times. If this backup vehicle is not available and a vanpool vehicle breaks down or is damaged in an accident, VPSI will credit the vanpool group on a pro-rata basis for the period of time the vehicle is inoperable or until such time as a backup vehicle is provided by VPSr. It will be the responsibility of the vanpool group to schedule and obtain alternative methods of commuting when the VPSI vehicle is not available. -2- 2. The City's Responsibilities: 2.1. The City will provide, at its own expense, the marketing outreach program promote vanpooling to residents of the City. 2.2. The City will provide, at its own expense, the vanpool marketing materials required to promote the vanpool program. 2.3. The City will provide, at its own expense, meeting space and arrange meetings for potential vanpool groups. 2.4. The City will provide, at its own expense, a vanpool program coordinator to work with VPSI in the administration of the agreement. 2.5. The City agrees to reimburse VPSI for additional administrative services not included in this agreement that the City may request. 2.6. The City will collect and account for fares. 2.7. The City shall make prompt payment to VPSI for monthly lease costs for all vanpools in service including the designated backup vehicle. 3. Agreement Duration: 3.1. The final agreement between the City and VPSI shall be subject to prior approval by the Regional Transit Board. 3.2. The agreement period will be May 1, 2008 through April 30, 2011. This agreement is renewable for a fourth year upon mutual agreement. 4. Termination: 4.1. Termination for Lack of Funding. The parties hereto covenant and agree that their liabilities, one to another, shall be contingent upon the availability of State and local monies for the funding of this agreement and that this agreement shall be terminated if such funding ceases to be available. 4.2. Termination for Breach of Contract. This agreement may be cancelled and terminated by either party at any time within the contract period whenever it is determined by such party that the other party has materially breached or otherwise materially failed to comply with its obligations hereunder. 4.3. Notice. In the event of any termination of the agreement under this Section 4, the party terminating the agreement shall give notice of such termination in writing to the other party. Notice of termination shall be sent by certified mail, return receipt requested, and shall be effective thirty (30) days after the date of receipt, unless otherwise provided by law. -3- 4.4. Termination for Convenience. The City may cancel this Agreement for convenience upon thirty (30) days written notice to VPSI. The effective date of such notice shall be three (3) days after the date of posting with the United States Postal Service with the notice being sent to the last known address of VPSI. Within two months after termination for convenience, VPSI may submit a termination claim, with invoices containing the information required for regular payments of any monies due through the effective date of termination. VPSI may terminate this Agreement for convenience by serving notice of termination. The notice must predate actual termination of service by at least thirty (30) days from the date of receipt of the notice of termination. Such notification shall be accomplished by certified mail. 4.5. Leased Vehicles. When the lease period is up on a vehicle, the vehicle will be returned to VPSI. The City will have no financial obligations for the vehicle at the normal termination of a lease. VPSI will assume full risk for any deficiency between vehicle selling price and residual value. 5. Subletting: 5.1. No assignment or subletting of this agreement, all or in part will be permitted without the prior written consent of the City and the Regional Transit Board. 5.2. VPSI alone will be held responsible for full and faithful performance of its commitments in this agreement, regardless of any subletting or assignment. 6. Non Discrimination: 6.1. In hiring or common or skilled labor for the performance of work under the agreement, VPSI, any subcontractor, material supplier, or vendor shall not, by reason of race, creed, age, sex or color discriminate against any person or persons who are citizens of the United States who are qualified and are available to perform the work to which such employment relates. 6.2. VPSI, any subcontractor, materials supplier or vendor shall not, in any manner, discriminate against or intimidate, or prevent the employment of such person or persons, or on being hired prevent or conspire to prevent any such person or persons from the performance of work under any contract on account of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation, or age. 6.3. Any violation of this section shall be sufficient cause for this agreement to be canceled or terminated by the City and all money due, or to become due, may be forfeited. 7. VPSI to Make Examination: 7.1. VPSI shall make its own examination, investigation, and research regarding the proper method of doing work, all conditions affecting the work to be done, the labor, and the quantity of work to be performed. -4- 7.2. VPSI agrees that it has satisfied itself by its own investigation and research regarding all such conditions and that its conclusion to enter into the proposed agreement is based upon such investigation and research. 7.3. VPSI shall make no claims against the City because of any of the estimates, statements, or interpretations made by any official, officer, or agent of the City that may prove to be in any respect erroneous. 8. Jurisdiction: This agreement and every question arising hereinunder shall be construed and determined according to the laws of the State of Minnesota. Executed the day and year first above written. VPSI, INC. CITY OF SHAKOPEE, MINNESOTA By By Vice President Mayor By City Administrator By City Clerk - 5-