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