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HomeMy WebLinkAbout5.D.1. Three-Year Agreement with Scott County for Transit Bus Service CITY OF SHAKOPEE Memorandum S (J . /., CC"O N TO: Honorable Mayor and City Council; Pamela Punt, Council-Elect Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: Approval of Three- Year Agreement with Scott County Transit for the Provision of Transit Services MEETING DATE: December 1,2009 INTRODUCTION: Council is asked to approve a three-year contract with Scott County Transit services. A copy of the agreement is included for the Council's information. The Scott County Board has previously reviewed and approved entering into the agreement. DISCUSSION: Background: In 2003, the City put out a request for proposal (RFP) for transit Services. At that time Scott County was the provider chosen for the City's then dial-a-ride service. The City and County entered into a second contract period which expired recently. During the second contract period, the City and County worked to transition dial-a-ride services to the County effective January 1,2007 and to establish a Circulator service (Route 496) and commuter shuttle to the Southbridge Transit Station, as well as a summer shuttle serVIce. Basic Terms of the Proposed Agreement: . Term of the Agreement - Three years, effective October 27, 2009 and terminating October 27,2012. Contract may be extended for two years from October 28,2012 to October 31, 2014. . Hourly Rates for Service; o First year of contract - $46.00/hour for weekday service; $58.00/hour for weekend service (the City does not currently operate any weekend service); . o Second year of contract - Three percent increase to $47.38/hour for weekday service; $59.74/hour for weekend; o Third year of contract - Three percent increase to $58.80/hour for weekday service; $6l.53/hour for weekend. 1 o While the contract contemplates up to 11,500 revenue service hours annually, that amount will vary based on actual service provided. (Note that while the 2010 proposed rate is substantially increased from the 2009 rate of $37.65 per hour of service, it is still well below the Metro average for fixed rate service, which staff believes is about $80.00/hour and dial-a-ride at about $58.00/hour). . Fuel Surcharge - The previous contracts did not contain a fuel surcharge provision. The attached contract does provide for directly billing to the City for any fuel cost in excess of $3.00 per gallon. . Maintenance - As in the previous contracts, the County is responsible for all maintenance of vehicles operated by the County for Shakopee Transit services. . Records - As in previous contracts, the County is responsible for keeping vehicle maintenance records and providing monthly rider and route reports to the City. In other respects, the proposed agreement is similar if not identical to the previous contracts. ALTERNATIVES: 1. Offer and pass a motion approving the "Agreement for the Operation and Management of the Shakopee Area Transit Bus Service" with Scott County, and authorizing the appropriate City officials to execute the agreement. 2. Table this item for additional information. ST AFF RECOMMENDATION: Because the proposed agreement continues to contemplate the provision of transit service at a cost less than the Metro area average for similar services, staff recommends alternative no. 1, i.e. offer and pass a motion approving the "Agreement for the Operation and Management of the Shakopee Area Transit Bus Service" with Scott County. RELATIONSHIP TO CITY GOALS: By providing transit alternatives for Shakopee residents, this item relates to City Goal B, high quality of life. ACTION REQUESTED: Offer and pass a motion approving the "Agreement for the Operation and Management of the Shakopee Area Transit Bus Service" with Scott County and authorizing the appropriate City officials to execute the agreement. 2 AGREEMENT FOR OPERATION AND MANAGEMENT OF THE SHAKO PEE AREA TRANSIT BUS SERVICE THIS AGREEMENT made this Date between the City of Shakopee, a Minnesota public municipal corporation, (hereafter referred to as the City) and the County of Scott, a political subdivision, through Scott County Transit, (hereafter referred to as the County). WHEREAS, the City desires to use the transportation services of the County in the operation and management ofthe City's bus transportation services; and WHEREAS, the County is willing and able to undertake the operation and management of the City's bus transportation services; and THEREFORE, in consideration of these premises and of the following terms and conditions, the parties agree as follows: 1. GENERAL DESCRIPTION. The bus transportation services to be performed by the County are defined as the complete and entire operation and management of the City's elements of the bus transportation system. The bus transportation services shall be performed in full accordance with: (1) this Agreement; and (2) any written instructions from the City. In the event of an apparent inconsistency, lack of clarity or failure to address pertinent issues in this Agreement, the written instructions shall prevail. The County will comply with all applicable State and Federal regulations and statutes, local ordinances, and instructions and policies of the City. Bus transportation services shall be available for the transportation of all persons regardless of race, religion, marital status, sex, sexual orientation, medical condition, color, national origin, disability, age, and status as a disabled veteran, or service in the uniformed Transit Transportation Services. 2. TRANSPORTATION SERVICE AREA. The transit service area for the Shakopee bus transportation services is defined as the City's corporate limits, and any other locations defined by the City. 3. TRANSPORTATION SERVICES FUNDING. The County shall provide the full and complete management and operation of bus transportation services reasonably required for the conduct and operation of the bus transportation services to passengers for hire within the transit service area, according to routes, schedules and fares designated from time to time by the City and County. Total annual revenue hours are approximately 11,500 at the beginning of the term of this Agreement. Actual total annual service hours provided by the County during the term of this Agreement shall be determined by the City with approval by the County. 1 The City shall pay to the County $46.00 for each weekday hour of service and $58.00 for each weekend hour of service, for the first year of the contract. During second year of the Agreement, fees for services shall increase at the rate of 3%, to $47.38 for each weekday hour of service and $59.74 for each weekend hour of service. During the third year ofthe agreement, fees for services shall increase at the rate of 3%, to $48.80 for each weekday hour of service and $61.53 for each weekend hour of service. Fuel sir charge: In the event that the cost of fuel increases beyond $3.00 per gallon, those costs will be directly passed on to the city. 4. DEFINITION OF A SERVICE HOUR. A Service Hour for these purposes is defined as the drivers start time and the drivers' end time. The service hour shall be the only source of billing for operations costs by the County unless otherwise negotiated with the City and adopted by amendment to this agreement. The County understands all other operations costs, including but not limited to vehicle storage, vehicle maintenance and repair and vehicle parts and tires are included in this billing process. 5. CONSIDERATION. Within twenty-five (25) calendar days of the end of the month, the County shall submit a written request for reimbursement for eligible expenses for that month to the City in the format prescribed by the City. The total farebox return is to be retained by the County, deducted from the monthly subsidy request and reported to the City monthly, together with the total number and types of fares as part of the request for reimbursement. The City shall not be billed for scheduled service not actually operated, unless such failure to abide by the schedule is due to extraordinary traffic, traffic accidents, poor weather conditions, flood, fire or Act of God. In no event shall the City's obligation under this contract exceed the actual amount of reimbursement received by the City from the State of Minnesota for payment to the County. If it is determined that the City has overpaid the County, the County shall immediately refund to the City that amount sufficient to comply with the provisions of this contract. If it is determined, as a result of a final audit, that the City has overpaid the County under this Agreement or any previous agreement, the City may reduce payments under this Agreement by that amount overpaid. 6. TRANSPORTATION SERVICE LEVELS. The County agrees to maintain transportation service levels as directed by the City. Any service level increases or decreases shall be determined solely by the City, subject to acceptance by the County. Service levels include, but are not limited to, number of routes, number of passengers transported, hours of service, days of service, and destinations of service. 2 7. MANAGEMENT. The County shall provide all supervisory and managerial bus transportation services as are usual and customary for sound and efficient operation of the bus transportation services to persons for hire and to provide the following services, including but not limited to, the following consulting and technical assistance: (a) General operations (b) Safety-employment training ( c) Scheduling (d) Route planning (e) F are structure (f) Accounting, bookkeeping and office management (g) Insurance and claims (h) Maintenance program and procurement (i) Garage and shop layout G) F are box and security (k) Stores and purchasing (1) Selection of new equipment (m) Public relations (n) Dispatch (0) Labor relations and negotiations (p) Equipment and building maintenance operations (q) Customer service (r) Distribution of schedules, newsletters and notices (s) Drug testing and reporting 8. PERSONNEL. The County shall furnish sufficient qualified operators necessary for the safe operation of equipment used in providing bus transportation services; The County shall furnish sufficient staff for the efficient and economical operation, supervision and maintenance of service, including but not limited to supervising, mechanical, scheduling, purchasing, dispatching, inspecting, repairing and cleaning. The County shall obtain prior approval of the City before employing professional and consulting personnel to provide technical assistance, such as marketing, accounting, legal, engineering, etc. which may be reasonably required to assist in the operation of the bus transportation services. The County shall appoint a Project Manager, with the approval of the City. The Project Manager shall submit required reports, ensure the revenue stream is accounted for and reported, respond to complaints and act as liaison between the City and County with respect to the bus transportation services. Furthermore, the Project Manager shall attend all Transit Advisory Committee (T AC) meetings. 3 9. MONTHLY REPORTS. It shall be the responsibility of the County to conduct route timeliness checks on at least twenty (20%) per cent of the routes monthly and provide monthly reports to the City. 1 O. STATUS OF EMPLOYEES. It is specifically understood that all personnel furnished by the County in connection with the performance of bus transportation services for the City are and shall remain, the employees of the County and shall not be deemed employees of the City or the State of Minnesota. Any and all claims that may arise under the Worker's Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any, and all claims by any third parties as a consequence of any act or omission on the part of said County, shall not be the obligation or responsibility of the City or the State of Minnesota. The County shall pay all wages, salaries, fringe benefits, social security taxes and unemployment compensation contributions required of the County by law. The County shall be considered an independent contractor as that term is used and applied under the State laws of the State of Minnesota. 11. VEHICLE OWNERSHIP. All vehicles used in this bus transportation service shall be owned or leased by the City. County vehicles may be used as substitute vehicles on a temporary basis as needed by the County. If it is necessary to use a County vehicle for more than two (2) consecutive days, the City shall pay a minimum leasing fee for the use of the County vehicle until it is replaced by a City vehicle. All non-vehicle equipment, fuel, materials and supplies reasonable necessary for the operation of the bus transportation services shall be furnished by the County and shall remain the property of the County. 12. OPERATIONS AND VEHICLE MAINTENANCE. A. GENERAL. 1. The vehicles used to provide the bus transportation services under this Agreement shall be listed on a vehicle data sheet detailing the type of vehicle; date of purchase; current mileage; and ownership. 2. Vehicles supplied in the bus transportation services shall be in full compliance with the Americans with Disabilities Act of 1991, as amended. 3. The County shall operate and maintain vehicles and related equipment in compliance with instructions of the City and all lawful orders, rules and regulations of properly constituted authorities governing the operation thereof and in a manner suitable for furnishing safe and efficient service. The County shall provide regular interior and exterior cleaning of all vehicles. The County shall provide inspection of all vehicles necessary and suitable for their repair and maintenance and for the comfort, convenience and safety of passengers, including preventive maintenance guidelines or manuals 4 promulgated by the equipment manufacturers or in a manner that complies with the County's established preventive maintenance program as approved by the City from time to time. 4. The County shall maintain records for each vehicle used to provide the bus transportation services to the City which shall accurately report the complete maintenance record, repairs, accident damage, mileage, pre-trip and post-trip inspections and other information as may be requested by the City. B. MAINTENANCE PROGRAM: 1. The County agrees to maintain all buses in safe and good working condition. The County shall provide regular preventative maintenance service as specified in the County Maintenance Policy and Procedures Manual. The County represents that these policies and procedures meet or exceed manufacturer's guidelines. The County shall have available at all times, for the City's inspection, a copy of this Manual. The City shall have access to all buses and maintenance records. 2. The County shall perform the following inspections and services for each vehicle and the proper record or form shall be completed and maintained in the appropriate vehicle file for the life of the vehicle: (a) inspections of critical vehicle systems every forty-five (45) days or 3,000 miles, whichever comes first. (b) perform oil filter and lube service as per manufacturer's specified guidelines; (c) perform an "A TS Inspection" automatic transmissions service in accordance with manufacturer's specifications; (d) perform a "T" engine tune-up every twelve (12) months or 15,000 miles, or according to manufacturer's specifications. This may vary depending on the season, or moisture content in the fuel; and (e) perform a "B-Certified Brake Inspection" in accordance with County policies and manufacturer's specifications. Additionally, all axles shall be visually inspected at every "A" inspection interval. 3. In addition to the preventative maintenance inspection program, the County shall perform all other work as needed. This includes, but is not limited to, all body engine repair, mechanical work, heat and air conditioning maintenance, wheelchair lift repairs, engine repair, and transmission repair. 4. All work performed on a vehicle shall be documented on a repair order form and these forms shall be maintained in the vehicle file for the life of the vehicle. 5. All parts and equipment shall be replaced with OEM parts or parts that meet or exceed OEM specifications. 6. The County may utilize outside repair shops to perform component repair including, but not limited to, engines, transmissions, body repair, suspension and drive train repair. All outside repairs must meet or exceed manufacturer's recommendations. 5 13. OFFICE AND SERVICE AREA. The County shall furnish office space, furniture, equipment, and utilities reasonably required to properly and efficiently perform the management of bus transportation services hereunder, including storage for all vehicle parts, equipment and supplies reasonably necessary for the operation of bus transportation services. 14. REVENUE RECORDS. All revenues derived from the operations of the bus transportation services in the City, whether from the passengers or from other sources, shall be thoroughly and accurately accounted for by vehicle, showing the date, type and kind of service from which said revenue is derived. All accounting shall be in accordance with generally accepted accounting principles. The County, on behalf of the City, shall receive, collect and deposit all the aforesaid revenues from the bus transportation services in the manner directed by the City, and the County shall keep and maintain books and records and render reports reflecting the operation of the bus transportation services in conformance with the requirements ofthe City and generally accepted accounting principles. All money due and payable on behalf of the City in connection with the County's operation ofthe bus transportation services shall be paid in such manner as required by the City and applicable laws governing the payment of the City's financial obligations. 15. BUDGETS. ROUTES. SCHEDULES. FARES. The County shall prepare periodic reports and recommendations to City relating to bus transportation service extensions, route planning and service policies; shall either prepare or assist the City relating to such service extensions, route planning and service policies; and shall either prepare or assist the City in its relations with other government bodies or agencies as required by the City. The City has authority, with the approval of the County, to establish and determine routes and schedules of service for bus transportation services in the transit area and the authority to fix and alter fares and any other charges to be collected in connection with the operation of said service. The County shall make periodic recommendations as to the rates of fares required and any deletions, additions or changes in the service, routing or scheduling of the bus transportation services. Monthly, the County shall provide the City with written reports regarding budgets, routes, schedules, fees, policies, etc., as required. 16. INSURANCE. The County agrees to insure vehicles used in the operation of the bus transportation services consistent with all terms of this Agreement. The County shall provide and keep in force, and furnish evidence of, contract or contracts of insurance with a reliable company or companies authorized to do business in the State of Minnesota. Under said contract(s), the County and the City shall be insured against any claim, demand or loss for injury to persons or damage to property resulting from, growing out of, or connected with the management, supervision and operation of said bus transportation services or its appurtenant facilities or either of them or any act or omissions to act by the County or any of the County's employees. The County shall 6 provide insurance under a primary policy and coverage shall include bodily injury insurance in the amount of at least $1,000,000 for each person and at least 2,000,000 for any number of persons included in bodily injury. Property damage insurance shall also be provided by the County in the amount of at least $500,000. If the tort liability exposure of the City under Minnesota Statute Chapter 466, as amended, is increased over that in effect when the Agreement is signed, these insurance limits shall be increased to at least the statutorily revised limits of liability. In addition to the above described coverage, an umbrella excess liability policy, under which the City shall be included as additional insured, shall be provided by the County in the amount of at least $1,000,000. In lieu of the above minimum coverage limits, the County may provide and insurance policy with a combined single limit of $1,000,000. Such policies must provide for a fifteen (15) day notice to the City of any change, cancellation or lapse of such policy renewal. In addition to the above specified forms of insurance coverage to be in effect during the term of this Agreement, the County shall obtain any other insurance coverage which is customarily maintained by the transit industry with respect to similar transit operations. All insurance policies shall by their terms or by specific endorsement designate the City and County as coinsureds. The County shall provide the City with all appropriate certificates of insurance upon request. 17. TERM AND EXTENSION. A. Term. The contract period shall be three (3) years in length commencing October 27,2009 and terminating October 27,2012. In the event that a new provider is unable to commence service immediately upon termination of the contract period, the County agrees to continue service temporarily upon such terms and conditions as are agreed upon by both parties. In the event the County does not exercise its right of first refusal described below, the City reserves the right to contract with such other providers that it determines, at its sole discretion, and shall provide transportation for one or more of the routes herein or other service. B. Extension. The County shall have the right of first refusal for an additional two (2) year contract for provision of City bus transportation services, commencing October 28,2012 and terminating on October 31, 2014. C. Termination for Lack of Funding. The parties hereto covenant and agree that their liabilities and responsibilities, one to another, shall be contingent upon the availability of monies available from the Metropolitan Council. Should this funding cease, to either party, this Agreement may be terminated. 7 18. BREACH OF CONTRACT/DEFAULT. This Agreement may be canceled and terminated by either party at any time within the contract period whenever either party determines that the other party has materially breached or otherwise materially failed to comply with its obligations hereunder. Should the County abandon, delay unnecessarily in the performance of, or in any other manner, refuse or fail to comply with the specifications or instructions of the City herein, the County shall have three (3) days after receiving written notice of its breach of contract or default to comply with said specifications or instructions. The County may petition the City and show cause for such delay, abandonment, refusal, or neglect to comply with this Agreement. However, should the cause not be satisfactory, in the City's sole judgment, the City may declare a default or breach of contract and terminate this Agreement by seyen (7) days written notice. Should the County's breach or default not be cured within the three (3) day period and the County fails to petition the City to show cause, the City may terminate this Agreement. In the event of termination due to default or breach by the County, the City shall not be precluded from claiming actual damages to which it may be entitled by law or in equity. Unless otherwise provided herein, the event of termination of the Agreement under this section, the party terminating the contract 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 ninety (90) days after the date ofthe receipt, unless otherwise provided by law. 19. PROJECT OPERATIONAL RECORDS. The County agrees to maintain operational records documenting the performance of the bus transportation services. Operational records shall include, but are not limited to, the following: a. Daily totals of the following operating data itemized separately for each route and vehicle: the hours of service provided; the number of miles operated; the number of passengers carried; the amount of revenue collected; and any other items requested by the City. Daily information is to include vehicle operator reports including back up of route trips run early, late, or not run at all, including the reasons therefore. b. Documentation of operational problems, significant variations in ridership, revenues and expenses, passenger complaints and commendations, along with descriptions of actions taken. c. Invoices submitted by the County for bus transportation services rendered during the reporting period. The invoices shall be supported by operating statistics and other documentation that may be required by the City. The invoices shall include a billing summary that details the charges for operating costs. d The content and form for all reports must be maintained and made available upon request by the City. 8 e. The amount of all bus transportation services fares, transfers, and passes must correspond to the reported number of passengers carried. 20. AUDITS. As required by Minnesota Statute, Section 15.17, the operational records and documents of the County and of its agents relating to work performed pursuant to this Agreement shall be subject to audit and examination by the City and the legislative auditor or state auditor. Complete and accurate records of the work performed pursuant to this Agreement shall be kept by the parties for a minimum of six (6) years following termination of this Agreement for such auditing purposes. The retention period shall be automatically extended during the course of any administrative or judicial action regarding matters to which the records are relevant. The retention period shall be automatically extended until the administrative or judicial action is finally completed or until the authorized agent of the party involved notifies the other party in writing that the records need no longer be kept. If at any time within (12) months after the expiration or termination of this Agreement, or any extension thereof, an authorized representative of the City, or any other agency funding this Agreement, conducts an audit of the County with respect to bus transportation services provided hereunder, and reports that audit results reveal that the City's dollar liability for such bus transportation services is different than the payments made to the County, the difference shall be handled as described in Section 5 of this Agreement. In addition, the County agrees to defend, indemnify, and hold the City harmless against any financial obligations, losses or other claims resulting from the county's performance or failure to perform under this Agreement. 21. INDEMNIFICATION. Whatever personal injury, death, or property damage or other liability may be incurred in connection with, or arise out of, the operations of the City's bus transportation services by the County, it is hereby understood that all the costs and expenses thereof, including any and all liability of the County, its agents, servants or employees shall be solely and wholly the responsibility of the County. The County agrees to defend, indemnify and save harmless the City from and against all claims or demand of every nature on account of injury to or death of persons or damage to or loss of property, caused by or resulting in any manner from any acts or omissions of the County, its subcontractors, agents or employees, in performing or failing to perform any of the service, duties or operations to be performed by the County, and any subcontractor, under this Agreement. 9 22. PROHIBITED INTERESTS. The County agrees that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict with the performance of its bus transportation services hereunder. The County further agrees that in the performance of the Agreement no person having any such interest shall be knowingly employed by it. It is understood that the County shall be deemed to have fiduciary relationship with the City which shall be observed in any transactions or contracts that the County may enter into with third parties. 23. DATA PRACTICES. The parties, their agents, employees and any subcontractors agree to abide by the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minn. Rules promulgated pursuant to Ch. 13. The County agrees to hold the City, its officers, department heads and employees harmless from any claims resulting from County's unlawful disclosure or use of data protected under state and federal laws. 24. ARBITRATION. In the event of any disagreement between the parties or any person claiming under them in relation to this Agreement, such disagreement shall be resolved under and pursuant to the Uniform Arbitration Act, Minnesota Statutes, Chapter 572 and the Commercial Arbitration Rules of the American Arbitration Association, upon the written agreement of the parties. 25. LIQUIDATED DAMAGES. Not withstanding section 18, the parties acknowledge that it is difficult to compute the amount of damages the City shall incur if the County fails to comply with certain provisions of this Agreement. Therefore, a reasonable amount up to a maximum of $200.00 per day per occurrence is to be provided as liquidated damages if the County fails to meet the written performance standards, state or federal regulations, or similar provisions of this Agreement. 26. LOGO. The logos of the City shall be placed on every vehicle that shall be used primarily to perform the bus transportation services under this Agreement. 27. ASSIGNMENT AND SUBCONTRACTING. The County shall not assign or subcontract its obligations under this Agreement or any part thereof without prior written consent of the City. 10 28. EQUAL EMPLOYMENT OPPORTUNITY. In connection with the execution of this Agreement, the County agrees that it shall not discriminate against any employee or applicant for employment because of race, color, age, religion, sexual orientation, sex, marital status, national origin, disability, medical condition, status as a disabled veteran, or service in the uniformed Transit Transportation services. The County shall take affirmative actions to insure that applicants are employed, and that employees are treated during employment, without regard to race, color, age, religion, sexual orientation, sex, marital status, national origin, disability, medical condition, status as a disabled veteran, or service in the uniformed Transit Transportation services. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor other forms of compensation; and selections for training, including apprenticeship. 29. DUE DILIGENCE. Bus transportation services performed by the County, under this Agreement shall be performed in a diligent and competent manner and their performance shall be subject to review and inspection by the City, through its designated agent's at all reasonable times. 30. TITLE VI ASSURANCE. The County hereby agrees that it shall comply with Title VI of the Civil Rights Act of 1964 (P.L. 88-3 52) and all requirements imposed by the U.S. Department of Transportation, to the end that, in accordance with Title VI of the Act, no person in the United States shall, on the ground of race, color, age, creed, sex or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the City receives Federal financial assistance from the Department under Federal Urban Mass Transportation Programs; and hereby gives assurance that it will immediately take any measures necessary to effectuate this agreement. 31. NON WAIVER. The failure of the City at any time to insist upon a strict performance of any of the terms, conditions and covenants herein shall not be deemed a waiver of any subsequent breach or default in the terms, conditions and covenants herein contained. 32. AMERICANS WITH DISABILITY ACT (ADA). The County shall comply with the Americans with Disabilities Act of 1991, as amended, in the operation of bus transportation services under this Agreement. 33. SUBSTANCE ABUSE LAWS. The County shall comply with all local, regional, state, and federal substance abuse testing laws. 11 34. SEVERABILITY. In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties unless such invalidity or non-enforceability would cause the agreement to fail its purpose. One or more waivers by either party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 35. ENTIRE AGREEMENT. It is understood and agreed that the entire agreement of the parties is contained herein and that this Agreement supersedes all oral agreements, and negotiations, between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the City and the County relating to the subject matter hereof. 12 IN TESTIMONY WHEREOF, The parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first above written. CITY OF SHAKO PEE (SEAL) By John Schmitt, Mayor Mark McNeill, City Administrator Date Date By Judy Cox, City Clerk Date COUNTY OF SCOTT ATTEST: By Gary Shelton, County Administrator By Jon Ulrich, Chair of Its County Board Date Date Upon proper execution, this agreement will be legally valid and binding. RECOMMEND FOR APPROVAL: By Pat Ciliberto, County Attorney By Lezlie A. Vermillion, Director of Public Works Date Date APPROVED AS TO EXECUTION: By Pat Ciliberto, County Attorney Date W:\ WORD\AGRMT\ Transit\Shakopee Service Agreement_ 2009.doc 13