R2018-089 2018-05-21 RESOLUTION NO. R2018-89
A Resolution of the City Council of the City of Pearland,Texas,authorizing the
City Manager or his designee to enter into an Agreement with Kerrville Bus
Company, Inc., to provide a Pilot Park & Ride Service in the City.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Pilot Agreement by and between the City of Pearland and
Kerrville Bus Company, Inc., a copy of which is attached hereto as Exhibit "A" and made a part
hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest a Pilot Agreement with Kerrville Bus Company, Inc.
PASSED, APPROVED and ADOPTED this the 21st day of May, A.D., 2018.
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TOM REID
MAYOR
ATTEST:
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APPROVED AS TO FORM:
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DARRIN M. COKER
CITY ATTORNEY
Resolution No.R2018-89
BUS TRANSPORTATION AGREEMENT
This Agreement is made this 21 day of May 2018,by and between
the City of Pearland,TX("Pearland")with offices at 3519 Liberty Drive, Pearland,TX 77581 and
Kerrville Bus Company,Inc.,a Texas corporation("Kerrville") having offices at 1430 East Houston
Street,San Antonio,TX 78202.
WHEREAS,Kerrville transports passengers by bus in interstate, intrastate and foreign •
commerce and desires to provide bus transportation and related services between Pearland and
Houston,TX during business days for commuters,as hereinafter more fully described;and
WHEREAS,Pearland controls one or more parking lots in Peariand (each a"Lot"and
collectively the"Lots")from which Pearland requests Kerrville to provide commuter bus service
between Pearland and Houston,TX as more fully described below; and •
WHEREAS, Pearland and Kerrville also wish to provide certain rights of exclusivity under •
their arrangement,as described below;
NOW,THEREFORE,in consideration of the premises and agreements herein contained, •
the parties hereto hereby agree as follows:
1. Kerrville's Responsibilities.
a. Kerrville will provide commuter bus services between one or more of the Lots in
Pearland,TX and certain locations in Houston,TX pursuant to routes and
schedules developed exclusively by Kerrville as set forth in Exhibit A,attached
hereto and made a part hereof(the"Service").The Service will operate five (5)
days per week, Monday through Friday, (except holidays)with approximately
trips each service day from Pearland to Houston and approximately
trips each service day from Houston to Pea riand.
b. Kerrville may add,delete,or modify any schedule operated In the Service on not
less than ten(10)business days advance written notice to Pearland. Kerrville
shall provide at least ten(10) business days'advance notice of any modifications
to the Service by posting notice of the modification(s)in the buses operating the
Service.
c. Kerrville shall be solely responsible for establishing and collecting the fares to be •
charged for the Service. Kerrville shall retain all fares and revenue of any kind
collected for the Service.
d. Kerrville shall be responsible for establishing all the operational details related •
to the Service, including, but not limited to the routes,time schedules and
loading areas for the Service.
e. Kerrville shall comply with Peariand`s reasonable directions for parking at the
Lots provided those directions are in conformity with safe operations of the
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commuter service.
f. Kerrville shall,at its sole cost and expense, furnish all fuel,oil,tires and other
parts,supplies and equipment necessary or required for the safe and efficient
operation and maintenance of the buses and related equipment furnished by
Kerrville for the performance of its obligations hereunder. Kerrville shall operate
and maintain Its buses In good working order with clean,comfortable,
temperature controlled interiors.
g. Kerrville,at its sole cost and expense,shall employ and use competent, able,
trained,and legally licensed drivers who will be well groomed and dressed
appropriately for work.
h. Kerrville,at its sole cost and expense,shall procure and maintain all licenses and
permits required by local,state,or federal authorities with respect to the
transportation and related services rendered hereunder and shall comply with
all applicable laws and regulations pertaining to such transportation and
services.
I. Kerrville,at its sole discretion,may advertise the Service. Kerrville shall provide
prior notice of any advertising to Pearland for Its reasonable prior approval.
2. Pearland's Responsibilities.
a. Pearland shall furnish the Lots from which the Service shall be operated at no
cost to Kerrville. Pearland shall supply at least one(1.)Lot for the Service,but
may, in its sole discretion,supply additional Lots for the Service. Pearland will
maintain the Lots and will Install signage at the Lots indicating that the Lot's use
is restricted to customers using the Service and that customers use the Lot at
their own risk. •
b. Pearland,in its sole discretion,will provide security for the Lots when In use by
Kerrville or customers of the Service.
c. Pearland,in its sole discretion,will provide traffic control services to facilitate
the arrival and departure of Kerrville buses at the Lots,and shall adjust traffic
signals and traffic signage reasonably necessary to permit the timely operation
of the Service.
d. Pearland will use its best efforts to develop land controlled by Pearland adjacent
to any one or more of the Lots to be used for additional parking for the Service.
e. Pearland shall cooperate with Kerrville to obtain Federal or State grant funding
to support the Service.
f. Pearland will place a link to Kerrville's website on the homepage of Peariand's
website. Except as set forth herein, Pearland shall not use Kerrville's name in
any advertisement or other promotion without prior and specific written
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permission. If such permission is granted, Kerrville shall provide Pearland with
approved graphics of its trademark/logo which Pearland will use in all applicable
advertising,including,but not limited to the link to Kerrville's website placed on
Pearland's website. Pearland shall acquire no rights in or to such trademarks.
Except as provided herein, Pearland shall make no use of Kerrville's trademarks,
g. Subject to space availability and safety requirements,Pearland will have the
right, exercisable at its discretion,to have a representative or representatives of
Pearland use the Service to evaluate the services being provided by Kerrville.
Pearland shall promptly report any observed deficiencies to Kerrville.
3. Approval of Houston,TX. This Agreement is contingent upon obtaining all required
consent(s)from the City of Houston,Texas or Houston Metro for Kerrville to operate the
Service and to pick up and discharge passengers at locations In the City of Houston
reasonably satisfactory to Kerrville. Kerrville and Pearland shall work Jointly to obtain
any such consent(s)from the City of Houston or Houston Metro.
4. Compensation. As compensation for the Services provided by Kerrville hereunder,
Kerrville shall retain all revenues generated from operation of the Service.
5. Exclusivity. Pearland agrees that during the Term (as defined below)of this Agreement,
Kerrville shall be the exclusive provider of the commuter bus services operating
between Pearland and Houston,TX. •
6. Term and Termination. •
a. This Agreement shall commence as a pilot program on August 20,2018,and,unless •
terminated earlier pursuant to 6.b.or 6.c below,shall continue until August 19,2021 •
(the"Term"). .
b. Unless earlier terminated pursuant to Section 6.c. below, Kerrville may
terminate this Agreement at any time and for any reason during the second six
(6) months of the Term provided Kerrville gives Pearland no less than sixty(60)
days advance written notice of termination delivered at any time. Thereafter,
during the remainder of the Term, either party may terminate this agreement at
any time and for any reason on at least six(6) months advance written notice to
one another.
c. In the event either party is In default under this Agreement and the default
remains uncured for thirty(30)days following receipt of written notice
specifying In reasonable detail the nature of the default,the non-defaulting
party may terminate this agreement on ten (10)days advance written notice to
the party in default. In the event Kerrville is unable to begin the Service for any •
reason by the commencement date specified in Section 6,a.above,Kerrville
may terminate this Agreement within ten (10)days of such commencement
date by providing written notice of termination to Pearland. •
7, Qualification. Kerrville represents and warrants that it is duly qualified and authorized
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to lawfully transport,as a motor carrier of passengers,in intrastate,interstate and
foreign commerce and to lawfully provide to Peariand all the transportation and related
services provided for in this Agreement.
8. Insurance. Kerrville shall maintain,at Its sole cost and expense,the following minimum
limits and coverages of insurance:
a. Commercial Automobile Liability Insurance: Coverage for the maintenance, use
and operation of any owned, non-owned, or hired vehicle including the loading
and unloading of vehicles. Limits of$10,000,000 combined single limit for
bodily injury and property damage,per accident and medical payments
coverage of$5,000 each person.Peariand shall be added as an additional
insured under this policy.
b. Commercial General Liability:Coverage for$10,000,000 combined single limit
for bodily injury and property damage,each occurrence and general aggregate;
$5,000,000 personal&advertising injury.Policy shall include blanket contractual
liability coverage. Peariand shall be added as an additional insured under this
policy.
c. Workers Compensation and Employers Liability: Covering its employees
(temporary or otherwise)including any other employee under contract or •
agreement in an amount not less than the minimum coverage required under
Federal and Texas law. •
Each policy as described In herein shall be endorsed to provide a 30-day direct written
notice of cancellation or non-renewal to Pearland. An ACCORD certificate of insurance
shall be provided for each policy as described in this Section 8,prior to the
commencement of the Service and 10 days prior to the renewal of each policy as
described. In no event shall any such insurance coverage be cancelled or allowed to
lapse without prior written notice to Peariand. The liability insurance described in this
Section 8 shall be primary to any insurance carried by Pearland and non-contributory.
9. Indemnification. Kerrville shall defend,indemnify,and hold harmless Peariand from
and against all loss, damage, expense,actions,and claims by any third party for Injury
(including injury resulting in death) and damage to property arising out of or in
connection with Kerrville's breach of this Agreement, Kerrville's negligent performance
of Services under this agreement,including without limitation,the negligent loading,
handling, and transportation,of passengers by Kerrville related to the Service,or
Kerrville's intentional misconduct under this Agreement.This provision shall survive
termination of this Agreement.
10. Jurisdiction. This Agreement shall be construed in accordance with the laws of the
State of Texas, Any action,suit or proceeding arising out of or relating to this
Agreement shall be brought in the appropriate state or federal courts located in •
Houston,TX and each of the parties hereby irrevocably submits to the jurisdiction of •
such courts for any such action,suit or proceeding,
11. independent Contractor. Kerrville shall perform the transportation services hereunder
as an independent contractor and shall have exclusive control and direction of the
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persons operating its equipment or otherwise engaged in such services.Kerrville
assumes full responsibility for the acts and omissions of such persons and shall have •
exclusive liability for the payment of local,state,and federal payroll taxes or
contributions or taxes for unemployment insurance, workmen's compensation,old age
pensions,or other social security and related protection with respect to the persons
engaged in the performance of such transportation services and agrees to comply with
all applicable rules and regulations pertaining thereto.
12. Invalid Provisions, Should any provision of this Agreement be held to be void, invalid or
inoperative,such provision will be enforced to the extent permissible and the remaining
provisions of this Agreement will not be affected.
13. Notices. Any notice required or permitted to be given in writing under this Agreement
shall be considered as having been given by either party to the other party upon the
mailing thereof to such other party by registered or certified mail, required postage
prepaid, at the address set forth below,or by making personal delivery thereof to such
other party at said address or,at such other address as the party may specify in writing.
Alternatively,notice shall be considered as having been given by either party to the
other party upon facsimile(fax)transmission thereof to the facsimile telephone number
set forth below,provided the facsimile
For Kerrville:
Address:
Phone: Fax:
For Pearland: 3519 Liberty Drive,Pearland,Texas 77581
Address:
281-652-1719
Phone: 281-652-1840 Fax:
When notice is given by mail as herein above provided,a Post Office receipt showing
the deposit of such notice and the date thereof shall be prima facie evidence of the
giving of such notice on the date of such deposit.
14. Anti-I3riberv. Kerrville has a policy(the"Anti-Bribery Policy")against directly or
indirectly offering,paying or receiving a bribe,inducement or facilitation payment in any •
form(an "Improper Payment"). Pearland agrees that Pearland will abide by the Anti-
bribery Policy and that Pearland will not offer, make or receive any Improper Payment
on behalf of Kerrville. Pearland further agrees that Pearland will immediately advise •
Kerrville If:(1)Pearland becomes aware that any improper Payment has been solicited, •
offered or paid,directly or indirectly, to,by,or on behalf of Pearland;or(2) Pearland •
becomes aware that the Anti-Bribery Policy has been violated. Pearland further agrees •
that if Pearland,or Pearland's officers,employees or agents violate the Anti-Bribery
Policy or the requirements of this paragraph,Kerrville may immediately terminate this
Agreement without penalty.
15. Texas Open Meetings Act. All deliberations related to this Agreement by any official
governmental body of the City of Pearland shall be subject to the Texas Open Meetings
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Act,
16. Assianment. Neither party hereto may assign or transfer this Agreement, in whole or in •
part,without the prior written consent of the other party and no assignment shall be
valid without such consent. Notwithstanding the foregoing, Kerrville may assign this
Agreement to an affiliate of Coach USA,inc.on written notice to Pearland,and Kerrville
may use qualified subcontractors periodically to operate trips on Kerrville's behalf
provided Kerrville remains responsible for such trip's operation.
17. Modification of Agreement. No modification of this agreement and no waiver of any of
its terms, conditions ourovisions shall be valid or binding unless in writing duly
executed by the authorized representatives of both parties hereto,
3.8. Confidentiality. Except as and to the extent required by law,the existence of this
Agreement,its terms,conditions and provisions,and all information pertaining to each
service in the transportation of passengers by Kerrville for Pearland hereunder,shall be
confidential and shall not be disclosed by either party hereto to persons other than its
directors, officers,employees,agents,attorneys, accountants,and auditors,The
provisions of this Section shall survive the termination,expiration or cancellation of this
Agreement for a period of two(2)years.
19. Section Headings. All section headings in this agreement are inserted herein for
convenience only and shall not affect any construction or interpretation of this
agreement.
This Agreement made and executed as of the day and date first written above.
City of P r and, •
By:
}
Title: City anager •
Kerrville Bus Company,Inc.
By:
Title:
•
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