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HomeMy WebLinkAboutFishers Island Ferry District Contract THIS AGREEMENT made this day of January. 1981. by and between ISLAND FERRY DISTRICT. a district created u~ter C~ter 699 of the Laws of 1947. as amended, having its princl~ place at Fishers island. Town of Southold. Suffolk Count~i .New York. hereinafter called the District. and MARK B. EASTER - residin~ at Ga~er Road. RInD 5o Fitchville~ Connecticut 06334 hereinafter called the Operator. WFrNESSETH: WI~.'REAS. the District by virtue of Chapter 699 of the Laws of 1947. as amended, is authorized to operate a public ferry for the transporta- tion for hire of persons and vehicles and goods, wares and merchandise between Fishers Island. New York. and New London. in the State of Connecticut; and WHEREAS. s~id District is also authorized to contract witl~ ar l~!vate person or persons or a corporation for the independent operation of such ferry upon such terms an~t conditions as may be mutually agreed upon~ and WHEREAS. said District is the owner of two vessels, one known as the motor vessel IVI~NNATAUKET. and the other known as the motor vessel OLINDA. both vessels being under 100 gross registered tons. hereinafter referred to as the Vessels. and desires to contract with the Old, tot for the operation of said Vessels between Fishers Isr~nd. New York.. and New London. Connecticut~ and _ WHEREAS. it is the intention of the District that the vessel M~NNATAUKET will be utilized as the primary vessel, to be operated on a 12 months basis, and the vessel OLINDA will be the secondary vessel, to be Old, rated on a seasonal basis, except on such occasions as the District deems it in the District's interest that the OLINDA be sub- stituted for the M~NNATAUKET; NOW, THEREFORE, the parties hereto do mutually agree as follows: trict hereby agrees to hire the Operator and the Operator ,{/ei, eby agrees to operate the Vessels for the periods of time and Upon the~ terms and conditions set forth herein. The Vessels shall ,he olmer- ated by the Operator exclusively in accordance with the requirements of the District and the terms and conditions hereinafter set forth,, prin- cipally for ferry service between Fishers Island, New York, and New Connecticut, and for such occasional charter trips and other ,SUch trips as the District may designate. 2. The Operator hereby covenants and agrees to comply with all of the applicable federal, state and local laws, rules and regulations in the of this agreement. 3. It is understood and agreed that the Operator shall be required to ~ the Vessels in con/ormity with the schedules from' time tim time promulgated by the District subject however to the following, to wit: (a) Except as otherwise p~ovided herein, the motor vessel Olinda shall be operated by the Operator only during the five (5) month commencing on the 1st day of June and ending on the 31st day of October in each and every year during the term of this agreement. the aforesaid five (5) month period, the Operator shall not be said vessel in excess of five (5) days in any one week~ n.~r more than eight (8) hours in any one day. Notwithstanding dons of this paragraph, the Operator will be required to keep th~ vessel Olinda in repair and maintain the same during the entire term of this agreement. (b) Except as otherwise provided herein, the motor vessel MUNNATAUKET shall be operated by the Operator each and every day during the term of this agreement, provided however, that the Operator shall not be required to operate such vessel in excess of twelve (12) ~hours in any one day. (c) Notwithstanding the provisions of paragraph 3(a) and 3(b) hereof, the District may, in its discretion, schedule such additional ferry trips and charters beyond the time periods specified in paragraph 3(a) and 3(b) as may be required for the public convenience and necessity (hereinafter referred to as ~*extra trips"). The Operator agree~ to operate the vessels on such extra t~ips, but shall be entitled to additional compensation therefor in the amount set forth in paragraph 8(c) hereof. 4. The Operator shall at the Operatorts own cost and expense during the time of this agreement: (a) Perform all preventative maintenance on the Vessels, th~' machinery, appurtenances, spare parts and freight handling vehicles, and equipment in an efficient, safe, clean and attractive condition''and 'obtain all necessary licenses and certificates and comply with all federal, state and local laws, rules and regulations affecting the operation and main- tenance of the Vessels. The Operator shall provide all fuel and oil required in the use and operation of freight handling vehicles. In the event of a breakdown or malfunction of the Vessels or their engines, machinery or equipment, the Operator a{rees to use all reasonable means to remedy the same using his own employees. In the event that there is a disagreement-between the-Operator and the District as to the obligation of the Operator under the provisions of this paragraPh, the decision of the District concerning such duties shall be final, and the Operator hereby agrees to conform to such decision. (b) Maintain and operate all engines, machinery and equipment in accordance with manufacturers' instructions and orders, specifications 'and m~n~nance manuals. The Operator, at all times during the term . hereof~ shall employ a licensed engineer, who shall be required to serve as a member of the crew on the Vessels. Such engineer shall also be required to make and file with the District manager a monthly written report setting-forth therein the condition of the Vessels, their engines, machinery and equipment, together with recommendations for r~pairs or maintenance or other action that should be taken to assure that the Vessels and their engines, machinery and equipment are at all t~nes maintained in proper condition. Such engineer shall be recluired to make and file more frequent reports if so directed by the District. In addition to the foregoing, such engineer should immediately notify the District Manager of any condition which warrants immediate repair, replacement or other corrective action. (c) Be responsible for all injury or damage to the Vessels, their engines and ~quipment resulting from the negligence, of the Operator in the maintenance and/or operation of the Vessels. (d) The Operator shall be required to properly maintain all interior and exterior surfaces of the Vessels in a safe, clean and attractive condition in a manner acceptable to the District and in accor- dance with the generally accepted standard of maintenance of similar typ~ vessels. (e) Inspect all compartments, shaft alleys, line shaft bearings and packing glands daily and properly maintain the same. (f) In the event that the repairs and~or maintenance to the Vessels required to be performed by the Operator shall require the said Vessels to be temporarily removed from the ferry service, ~ Operator shall so advise the District and the District will authorize such removal from service at such times and for such duration as will not unreason- ably interfere with the ferry service. Howeverj it is contemplated, by -4i the parties that the Operator will endeavor to perform such repairs and/or maintenance work at such times as the Vessels would normally ~ be out of service by reason of lay-up or periodic haul-out. (g) Shall furnish all personnel° tools and equipment as and When required for the proper operation and maintenance of the Vessels. (h) Hire the necessary employees, including freight handle'rs, required for the proper operation of the Vessels for the loading, loading and handling of all passengers, cargo, freight and vehicles. (i) Hire all necessary freight agents to be employed at the New London and Fishers I~land terminals. (j) Employ at the Operator's expense a suitable person as purser on the vessel Olinds to sell fare tickets, collect fares and pay over the same to the District. Employ at the Operator's expense a suitable person as purser on the vessel N~atauket to perform duties of l~X~r at such times as the purser employed by District is not on duty by reason of sickness, vacations, holidays or other normal absence from duty. The Operator shall procure and keep in force during the term of this agreement, a bond for said pursers employed by the Operator in the amount of $10, 000.00 conditioned upon the faithful performance of the duties of said pursers. (k) During the period from June 1 to September $ of each year altering the term hereof, the Operator shall employ at the Operator's expense a suitable person to be utilized at the New London terminal for the purposes of parking attendant, baggage handling, terminal maintenanc. a~d the performance of sueh: other duties as may be required for the proper and efficient opera~ion and maintenance of such terminal. (1) Be liable for all claims for lost, damaged, broken, stolen missing cargo and/or vehicles as well as any and all expenses incident to the operation and maintenance of the Vessels. In the event that a question or dispute arises concerning any claims for lost, damaged, broken, stolen or missing cargo and/or vehicle between the Operator and any other person, the District shall have the right to determine the ~lstness of such claim, and the Operator agrees to accept the determin- ation of the District concerning any claims. In the event that the Operator fails to pay any claim determined to be just by the District, the District may pay said claim and the amount so paid shall be a charge against the Operator and the District shall have the right to deduct the amount of such claim from any sums due or to become due to the Operator. (m) Maintain in s safe, clean and efficient manner, (including snow removal) the ferry terminal including the electric ramps located at New London, Connecticut, and furnish all fuel, heat, water, electri- city, telephones, and other utilities, required at said terminal, Unless authorized by the District in writing, the Operator shall not permit said terminal to be used for any purposes other than those necessary and incidental to the operation of the ferry service. The Operator shall be required to activate the burglar alarm system installed on the Vessels so that the same is in operation at all '~.times that said Vessels are docked and unattended at the New London terminal. (n) In the event that the Operator fails or neglects to keep the Vessels clean and in a condition acceptable to the District, the District shall have the right to engage persons to remedy such condition and the cost and expense of the same shall be a charge against the Operator and the District shall have the right to deduct such cost or expense from any sums due or to become due the Operator. (o) Provide and keep in force during the term hereof cargo and/or vehicle and mail insurance policies in the amount of $20, 000.00 which ~hall name as named insureds, the Operator, the District and the Town of Southold. Certificates of such insurance shall be furnished to the District. (p) Provide and keep in force during the term hereof liability insurance policies of insurance covering all vehicles and equipment owned andlor furnished by the Operator in connection with this agreement whict Policies shall be in the amount of not less that $500, 000.00 bodily injury in respect to any one accident; $300,000.00 bodily injury in respect to injuries to any one person and $I00, 000.00 property damage in respect to any one accident. Such policies shall name as named insureds, the Operator, the District and the Town of Southold. Certificates of such insurance shall be furnished by the Operator to the District. (q) During the time that either of the Vessels ig hauled out for repairs as hereinafter provided, or during any period of time when either of the said Vessels is temporarily removed from service by the District for any reason, the Operator agrees to operate such other com- parable vessel as may be furnished by the District for a period of five (5) days without adjustment of. compensation. After the first five (5) days, in the event that the cost of operating such substitute vessel is greater than the cost of operating the vessel out of service, the Operator shall be paid such additional cost upon the presentation of proof of such extra cost satisfactory to the District; if, however, such cost is less tha~ the cost of operating the vessel out of service, such reduced cost shall be duducted from the monthly payments due the Operator. (r) Furnish to the District, at the expense of the Operator, a standard performance and payment bond in an amount equal to three times the average regular monthly payment to be made to the Operator as herein after provided. 5. The Distric~ shall at its own cost and expense during the term of this agreement: (a) At leasl~ once in each year, cause all engines of the Vessels to be inspected, adjusted and tuned. (b) During any period of time that the Vessels are out of service as provided in paragraph 4(q) hereof to provide a comparable vessel for the use of the Operator if the same is deemed necessary by the District, and to make adjustments in compensation to the Operator in accordance with paragraph 4(q) hereof. (c) Make all repairs to the Vessels which are not expressly set forth herein as a responsibility of the Operator. (d) Employ at its own expense a purser who shall be required to sell tickets on the Vessel M~nnatauket and to perform such other duties as may be required by the District. (e) Maintain the ferry terminals at Fishers Island, New York, including the ramps and appurtenances and furnish all fuel, water, heaD, electricity, telephones and utilities necessary at said terminal. (f) Procure and keep in force during the term of this agreement hull and liability insurance on Vessels and public liability insurance covering all piers, docks, and terminals. Such insurance policies shall name the District, the Operator and the Town of Southold as named insureds. (g) Procure and keep in force during the term hereof Federal Longshoremen's and Harbor Workers' Compensation insurance for the benefit of all freight agents and freight handlers and the required insurance for the benefit of all employees employed on the Vessels in accordance with the Federal Merchant Marine Act. Certificates of such insurance shall be furnished to the Operator. (h) Supply and furnish all machinery parts, equipment, filters, fuel oil, lubricating oils and grease required in the maintenance and operation of the Vessels during the term of this agreement. (i) Cause said Vessels to be hauled out of water when deemed necessary at which times the interior and exterior of the Vessels shall be cleaned and painted and zincs replaced. (j) Provide suitable vehicles for towing freight flats and freight trucks required in loading and unloading cargo. 6. The District and/or the Town Board of the Town of Southold shall have the right at any time to demand ~hat the Operator discharge any of his or its employees on the Vessels or in the terminals for any reason deemed prejudicial to the proper operation of such ferry service. 7. Ail insurance required to be furnished by the Operator pursuant to the terms of this agreement shall be in such form and with such insurance companies and underwriters as the District and the Town Board of the Town of Southold shall approve. Proof of payment of all insur- ance premiums shall be presented to the District. The District and the Town Board of the Town of Southold reserves the right to review all insurance procured by the Operator in connection with this agreement. 8. As compensation for the services to be performed by the Operator as herein provided, the District agrees to pay the Operator the following sums (adjusted, however, in the second and third years of the contract as provided in paragraph 13 hereof): (a) The sum of Three Thousand Seven Hundred Dollars ($3, 700.00 ) per month during the five (5) month period from June 1 to October 31 in each year during the term hereof for the operation and maintenance, pursuant to the terms of this agreement, of the motor vessel Olinda. (b) The sum of Ten Thousand Seven Hund~-ed Dollar~ ( $10, 700.00 ) per month for each and every month during the term hereof for the operation and maintenance, pursuant to the terms of this agreement, of the motor vessel ll/II~atauket. (c) The sum of Seventy Five Dollars ( $75.00 ) for each extra trip of the motor vessel Olinda and the sum of One Hundred and FifteenDollars ( $115.00 ) for each extra trip of the motor vessel M~nnata~et. (d) The aforesaid monthly and extra trip payments shall be p~yable to the Operator on or about the fifteenth day of the month following the month in which said services were rendered. 9. This agreement shall become effective on the 15th day of January, 1981, and shall terminate, except as hereinafter provided, on the 14th day of January, 1984. 10. This agreement may be terminated as follows: (a) At any time by either party hereto or by the Town Board of the Town of Southold upon ninety' days written notice to be sent to the other party by registered mail. (b) This agreement shall terminate with respect to either Vessel upon the total or constructive loss of such Vessel. Provided, however, that if the District provides a comparable vessel within thirty days after such loss then and in that event, this agreement shall not be so termin- ated with respect to either of said Vessels. In the event that the District shall provide a comparable vessel to replace the Vessel lost, the Operator shall not be entitled to compensation for the period from the date of loss of the Vessel to the date that such comparable vessel is put into operation. (c) In the event that the Operator fails to comply with any of the terms and conditions of this contract, the District or the Town Board of the Town of Southold may terminate this contract by giving seven days notice by registered mail to the Operator. 11. The Operator shall not assign or subcontract this contract nor any of. the work to be performed hereunder without the express written approval of the District and the Town Board of the Town of Southold. 12. The Operator shall not directly or ind{rectly engage in any other activity which will compete, conflict, or interfere with the operation of the ferry service which is the subject of this agreement. 13. Contract Sum Adjustment - Consumer Price Index. The Contract sums which the District shall pay during the second and the third years of the contract term shall be the sums set forth in paragraph 8 of this contract, increased or decreased, however, by an amount to reflect 80~0 of any increase or decrease in the cost of living determined in accor- dance with the following formula, to wit: (a) As promptly as practicable at the end of the first year of the contract, and at the end of the second contract year, the District shall compute the increase or decrease in the cost of living using as the basis of such computation, the Consumer Price Index applicable to the New London, Connecticut locality (hereinafter called the Index) published by the Bureau of Labor Statistics of the United States Department of Labor. (b) The Index number for the month of January, 1981, shall be the "Base Index Number," and the corresponding Index number for the month of January in each subsequent year as the case may be, shall be the "Current Index Number." (c) The increase or decrease in the cost of living for each year shall be determined by dividing the "Current Index Number" by the "Base Index Number". 80~0 of the increase or decrease in the cost of living multiplied by the contract sums shall be the adjusted contract sums that the Contractor shall be entitled to receive during the ensuing year. (d) Pending the determination of the adjusted contract sums~ if any, to be paid 'by the District as hereinbefore provided, the Contractor shall continue to be paid on the basis of the previous year contract sums and when the adjusted sum l~as been determined, the District, on the 15th day of the month immediately following the furnishing by the District of the Contractor of the computation thereof, shall pay to the Contractor the number of installments that shall have elapsed from the commence- ment of the Contract year in question up to the first day of such month. (e) if the publication of the Consumers Price Index is discon- tinued, the parties shall accept comparable statistics o~ the cost of living for the New London, Connecticut locality as computed and pub- lished by any agency of the United States or by a responsible financial periodical or recognized authority then to be selected by the parties. 14. It is understood and agreed that all understandings and agreements heretofore had between the parties hereto are merged in this agreement, which alone fully and completely expresses the agreement of the parties, and that the same is entered into after full investigation, neither party relying upon any statement .or representation, not embodied in this contract, made by the other. This contract may not be changed orally. This agreement shall bind the heirs, executors, administrators,, suc- cessors and assigns of the respective parties hereto. 15. It is further understood and agreed by and between the parties hereto that this agreement shall not be effective until the same has been approved in w/'iting by the Town Board of the Town of Southold, Suffolk County, New York Mark B. Easter, Operator Tw~. FISHERS ISLAND FERRY DISTRICq BY: R~ Edwards, Jr. APPROVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD William R. Pell III, Supervisor