Cline Tours, Inc. SERVICE CONTRACT (SHUTTLE SERVICES)

Transcription

1 Cline Tours, Inc. SERVICE CONTRACT (SHUTTLE SERVICES) This CONTRACT, made this day of August 2014, by and among Crussin Explorer Transportation Inc. d.b.a. Cline Tours, Inc. (the Contractor.) and The City of Oxford, Mississippi, (the Customer ). W I T N E S S E T H: Whereas, The City of Oxford has a need to transport passengers to and from designated off site parking lots to the campus of the University of Mississippi during football season home games. WHEREAS, Customer desires to ensure that a qualified vendor provides the services described in this Contract and Contractor, by and through its employees, desires to provide such services to The City of Oxford, for the compensation and upon the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth below, the parties hereby agree as follows: 1. RETENTION AND ENGAGEMENT. Subject to the terms and conditions set forth below, The City of Oxford hereby retains and engages the Contractor, as an independent contractor, to provide the services following the General Conditions described in Exhibit A and according to the scope of work described and rates in Exhibit B attached hereto, (the Services ), and Contractor hereby accepts such retention and engagement. 2. TERM. The term of the Contract shall begin on September 1, 2014 and shall continue until January 1, 2015 unless sooner terminated pursuant to the provisions of Paragraph 10 of the General Conditions. 3. SCHEDULE OF PERFORMANCE OF WORK. Contractor agrees to perform the services in accordance with the schedule set forth on Exhibit B. 4. PAYMENT SCHEDULE. Payment shall be made in accordance with Exhibit B hereto. This payment schedule includes all Federal, state and local taxes, including sales and use taxes now and hereafter in effect. Payments shall be made within thirty (30) days after the receipt by The City of Oxford of an invoice from the Contractor. Invoices shall not be submitted until the Services for the invoices period have been performed. Invoices will be sent to the City of Oxford at the address stipulated by the City. 5. QUALITY OF WORK. Contractor warrants to Customer that the Services will be performed in accordance with the Contract and that any equipment used will be of good quality, in good working condition for the purposes intended under this Contract. 6. PERFORMANCE OF WORK. Contractor shall perform the Services in accordance with all applicable laws, regulations, rules and ordinances. Contractor shall employ only qualified personnel for the purpose of performing its obligations hereunder and shall provide adequate supervision of such employees. If Customer reasonably determines that an employee of

2 Contractor is unsatisfactory to Customer for any reason or unqualified for the task which he or she is performing, said employee shall be replaced by Contractor immediately upon notification thereof from Customer. 7. GOVERNING LAW. This Contract shall be governed by and construed in accordance with the laws of the State of Mississippi, without reference to the conflict of laws or choice of law provisions thereof. 8. INDEPENDENT CONTRACTOR. Contractor shall be an independent contractor for all purposes hereunder and shall not hold itself out as an agent or employee of Customer in any context. 9. WAIVER. The waiver by Customer of any breach by Contractor of any term, covenant or condition herein shall not be deemed a waiver of any subsequent breach or any breach of any other term, covenant or condition herein by Contractor. 10. GENERAL CONDITIONS. This Contract shall be performed in accordance with all of the terms and conditions contained in Exhibit A entitled General Conditions attached hereto and by this reference incorporated herein. Should this Contract conflict with any provision of the General Conditions, the General Conditions shall control. 11. NOTICE. All notice required under this Contract shall be in writing and shall be deemed to be properly served only upon receipt by: a) Cline Tours, Inc. John McCommon, President. P.O. Box 1498, Ridgeland, MS b) The City of Oxford, MS. Lisa Carwile, City Clerk, 107 Courthouse Square, Oxford, MS IN WITNESS WHEREOF: the parties hereto have caused this Contract to be duly executed as of the day and year set forth above. WITNESS: Cline Tours, Inc., Contractor By: Name: Title:

3 ATTEST: City of Oxford, MS, Customer By: Name: Title: [Seal]

4 Cline Tours, Inc. SERVICE CONTRACT GENERAL CONDITIONS EXHIBIT A 1. Contractor shall furnish all labor, materials, services and other requisites necessary to perform the Services. 2. Permits, Laws, Ordinances and Fees: Contractor shall, at its own cost and expense, obtain all necessary licenses, permits, and approvals schedule all inspections and give all notices required by governmental authorities and public utilities having jurisdiction and otherwise comply with all applicable laws, ordinances, rules, and regulations. Contractor shall give notice to Customer of any conflicts between this Contract and any laws, ordinances, rules, or regulations applicable to the Services. 3. Insurance: Contractor shall obtain, pay for and keep in force at all times during the performance of the Services, the following insurance coverages placed with insurance companies having an A.M. Best rating of A VI or better in an amount equal to the greater of that set forth below or on the attached certificate: Workers Compensation Insurance as required by the laws of the State in which the services are being performed $500,000 each accident $500,000 disease policy limit $500,000 disease-each employee Automobile Liability Insurance, including owned, hired, and non-owned coverage with a single limit of not less than Five million dollars ($5,000,000) per occurrence. Comprehensive General Liability Insurance, including the Broad Form Comprehensive Liability Endorsement, with a combined single limit of not less than one million dollars ($1,000,000) per occurrence, or Commercial General Liability insurance (including Personal and Advertising injury, Blanket Contractual) with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate including, in both instances, Products/Completed Operations Coverages with a limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. Customer, shall be added as an additional insured. The policy shall provide such additional insured with a thirty (3) day notice of cancellation, non-renewal or material change. Any certificates of insurance furnished in accordance with this Contract shall specify who has been added as additional insured and shall state that the policy has been amended to provide the thirty (30) day advance notice. All Insurance policies provided pursuant to the foregoing provision of this section regarding insurance requirements shall be in a form and written by companies satisfactory to Customer. Contractor may meet the limits of liability indicated by means of the use of an umbrella liability policy. Any general liability policy must be written on an occurrence basis. Customer shall be furnished with certificates evidencing that all such insurance specified herein is in force prior to commencement of the Services. If Contractor fails to furnish any insurance certificates, Customer may, in addition to any other remedies which it may have at law or in equity, purchase the required insurance and deduct the cost thereof (together with reasonable charges for obtaining said insurance) from any sums due, or to become due, to Contractor. 4. Indemnification: To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless Customer, its employees, officers, agents, consultants, from and against claims, damages, losses and expenses, including, but not limited to, attorney s fees, arising out of the acts or omissions of the Contractor in connection with the performance of this Contract, whether occurring at the Property or wherever Contractor may be operating pursuant to this Contract. In particular, and without limiting the foregoing, Contractor shall defend, indemnify and hold harmless the Customer in the same manner from claims, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury or destruction of tangible property, including loss of use therefrom.

5 5. Taxes: Contractor shall pay all taxes for which it may be liable as a consumer of use of goods, or otherwise, without addition to the Contract price. 6. Termination of Services: Contractor or Customer may terminate this contract with cause, at any time upon written notice to the Contractor. In the event of a termination, Contractor shall take immediate steps to terminate the Services as quickly and effectively as possible. Customer shall pay Contractor for all Services performed to the date of termination and Customer shall have no further liability to Contractor for such termination. Customer shall give Contractor twenty one (21) days written notice of its intent to terminate this Contract. 7. No Modification: This Contract is intended by the parties as a final expression of their agreement and as a complete exclusive statement of the terms thereof, all prior negotiations, considerations and representations between the parties (whether oral or written) having been incorporated herein. No course of prior or subsequent dealings between the parties of their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary any of the terms of this Contract. This Contract may be modified or a term thereof waived, only by a writing executed by an authorized officer of both Customer and Contractor. 8. Severability: If any term or provision of this Contract or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of the Contract, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 9. This Contract cannot be assigned by Contractor. 10. Included herein by reference is the Equal Opportunity clause required under 41 C.F.R. Section under Executive Order 11246, as that clause is required to be included under the Code of Federal regulations or other rules, regulations and relevant orders of the Secretary of Labor.

6 Cline Tours, Inc. PAYMENT AND SERVICE SCHEDULE EXHIBIT B Payment to be remitted monthly within 30 days of invoice from contractor. The billing rate shall be as follows: The value of this contract is not to exceed $70, Cline will monitor and advise billings weekly-per game to allow for Oxford and Cline to stay aware of how much is being spent. $ per bus per hour for transportation services provided. $ per person per hour for supervision, 2 supervisors This price is based on 12 buses (wheelchair lift buses to meet the requirements of ADA), drivers, (2) supervisors, radios as required. Services will begin four (4) to six (6) prior to game, depending on game start time, run the entirety of the game and for at least 2 hours after the completion of the game. Cline Tours, Inc. will shuttle continuously between the Oxford Activity Center, Oxford Middle School and a third lot (to be named later) and the drop off points at the University of Mississippi Oxford campus (near the stadium). Acknowledged by: Cline Tours, Inc. The City of Oxford, MS Date Witness

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