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College and University Transit Partnership Contracts Copyrighted March 19, 2018 City of Dubuque Consent Items # 16. ITEM TITLE: College and University Transit Partnership Contracts SUMMARY: City Manager recommending approval of the contracts for College/University Transit Partnership with Clarke University, Loras College and University of Dubuque for the 2018-2019 school year. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type College and Uni�rsity Partnership Contracts-NNM City Manager Memo Memo Staff Memo Staff Memo Loras Contract Supporting Documentation UD Contract Supporting Documentation Clarke Contract Supporting Documentation THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: College and University Partnership — Contracts for Approval DATE: March 11 , 2018 Transportation Services Director Candace Eudaley-Loebach recommends City Council approval of the contracts for College/University Transit Partnership with Clarke University, Loras College and University of Dubuque for the 2018-2019 school year. I concur with the recommendation and respectfully request Mayor and City Council approval. �L;� 1��, ��.� Mic ael C. Van Milligen �� MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Candace Eudaley-Loebach, Transportation Services Director THE CITY OF Dubuque � B � All-America Ciry 1 / Masterpiece on the Mississippi � 2007•2012•2013 TO: Michael Van Milligen, City Manager FROM: Candace Eudaley-Loebach, Transportation Services Director RE: College and University Partnership — Contracts for Approval DATE: March 8, 2018 PURPOSE To request approval of the contracts for College/University Transit Partnership with Clarke University, Loras College and University of Dubuque for the 2018-2019 school year. BAC KG RO U N D Clarke University, Loras College and University of Dubuque, have partnered with The Jule over the past six years to fund annual bus access for their students. The partnership originated with the development of the Nightrider late night weekend bus service and evolved to include access to daytime and evening bus routes. DISCUSSION The schools have agreed to continue the partnership for the 2018-2019 school year. Each school is responsible for paying approximately $20 per undergraduate student and this year, all are receiving private donations to assist with their contract amount. The College Partnership provides enrolled students with access to all of the Jule's daytime routes in addition to Nightrider and MiniBus services (for those with a qualifying disabilty), by swiping their Student ID. Many students use the Jule to travel to off-campus jobs, internships, and many non-traditional students ride The Jule to and from their home, off-campus. Ridership for the past six years is detailed below. T�t�I ��I I�� tu��r�t F�id�r�h i p ��1��r �� ,�� ,o�o ��,�� o;�� ocoo ��,.�� 0 T��I fii�� ■Fl�'� ■Fl�i� ■F1�1.5 ■F1��1� ■F�1� ■F1�18�Projcct�d} FINANCIAL The followin table shows FY18 adopted amounts based on contract totals from each school. Loras Colle e $29,800 Clarke Universit $18,980 Universit of Dubu ue $35,500 Total Colle e Support $84,280 RECO M M E N DATI O N/ACTI O N It is recommended that the City approve the contracts with the colleges for continuation of the college partnership for the 2018-2019 school year. TRANSPORTATION AGREEMENT BETWEEN UNIVERSITY OF DUBUQUE AND THE CITY OF DUBUQUE, IOWA This Agreement ("Agreement"), made this 15th day of January, 2018, is by and between City of Dubuque ("City"), through its Jule Transit System, and University of Dubuque, College ("College"). Whereas, the City is a municipal transit utility, with a principal mailing address of 950 Elm St, Dubuque, Iowa, 52001; and the College is an educational institution with a principal mailing address of 2000 University, Dubuque, Iowa, 52001; and Whereas, the City provides regular service over established routes during published hours and at published frequencies; and Whereas, the City bus service provides a satisfactory means of transporting college students to and from the College campus to destinations in the community; and Whereas, use of the City bus service by College students is advantageous to the College in terms of minimizing the need for the College to construct costly parking facilities; and Whereas, College students' participation in the College Route Program (CRP) is contingent upon the approval of fees to pay for it. Now, therefore, be it resolved that the College wishes to encourage the use of the City bus service by College students. In exchange for the mutual covenants of the Agreement, it is understood by and between the parties hereinafter as follows: SECTION 1. UNLIMITED ACCESS PRIVILEGES FOR STUDENTS. 1.1 A current College Student Identification Card (CSIC) shall be valid for transportation seven (7) days a week, during all scheduled hours, on all City bus routes. A CSIC shall be accepted as proof of pre -paid bus fare when presented by the students. Students with disabilities who are unable to utilize the City fixed -route buses will have comparable access to paratransit services, called the City minibus. Eligibility for this service shall be based upon the criteria established by the American's with Disabilities Act. Students presenting a current and valid City ADA Minibus ID Card in addition to their CSIC shall not be charged a fare. 1.2 The College agrees to establish appropriate procedures to assure that one and only one CSIC is distributed to each student enrolled at the college. If validation becomes an issue, the City and the College will mutually agree to an alternative to the identification card. 1 1.3 A CSIC is not transferable and not for resale, and shall be forfeited and confiscated if misused or presented for transportation by any person other than the person to whom it is issued. If a CSIC is forfeited, it will be returned immediately to the college. Any person violating these terms or conditions may be subject to disciplinary action or prosecution by the City and/or the College. 1.4 The City will provide the College with a template file including first name, last name and student ID number. The College will return the completed template to the City showing active student ID numbers at the beginning of each semester. The City will load the file to the Jule onboard computers to ensure that only students enrolled for the current semester receive the benefits of the CRP. SECTION 2. SERVICES. 2.1 The City shall provide its established and regularly publicized bus service and any additional bus service it may activate. 2.2 The City shall also operate additional campus -oriented bus service, known as the Nightrider. 2.3 The services provided under this Agreement will be open to all members of the general public at all times on an equal basis. SECTION 3. TERM OF AGREEMENT. The term of this Agreement shall be July 1, 2018 through June 30, 2019. The City may provide the service in successive years subject to mutually agreeable re -negotiation of a contract each year. If the College desires to continue this program for a subsequent year, the City must receive written notification of this intent and expected levels of service by January 15, 2019. SECTION 4. COMPENSATION. For the bus services provided herein the College shall pay to the City $35,500.00 according to the following payment schedule: 1/2 College Share October 1, 2018 $17,750.00 1/2 College Share March 1, 2019 $17,750.00 SECTION 5. RECORDS. The City will keep ridership records of CRP usage and provide ridership reports to the College at the conclusion of each semester. The College and the City will work cooperatively to obtain and share any other information deemed necessary by either or both parties. SECTION 6. ADMINISTRATION. 6.1 The College does not have, and will not exercise any control over the City's operation in connection with providing bus service. The College will not exercise any control or supervision whatsoever over the drivers of the buses used in said service. These drivers are City employees and are subject to supervisions and control by the City only. The drivers are not agents or employees of the College. 6.2 Administration and management of the CRP are the sole responsibility of the City. 6.3 Marketing and promotion of the CRP are the mutual responsibility of the City and the College and both parties will incur administrative and management costs related to this responsibility. The parties will work cooperatively to develop a marketing plan to market the CRP. The College will be responsible for marketing the CRP to students and staff except that the transit manager will approve all CRP marketing materials that contain, or reference, the City trademark, images or properties. 6.4 The parties will cooperatively establish administrative policies and procedures that will effectively safeguard the interests of both parties. SECTION 7. TERMINATION. 7.1 If the College fails to make payment, as outlined in Section 5 above, the College will be in default. The City will provide the College with thirty (30) days to cure this default by compensating the City fully for the amount that is past due under the Agreement. If the College fails to cure the default during this thirty (30) day period, the City, in its sole discretion, may terminate this Agreement on the thirtieth -(30th) day. If such termination occurs, the College's CSIC will not be honored by City on its buses, and the City will have the right to make legal claim for those monies outstanding, plus actual attorney's fees and costs. In the event of such termination, the City will not be liable to the College for any claimed damages, personal or property, including any consequential damages, resulting from the loss of bus services under this Agreement. 7.2 If at any time during the term of this Agreement, either party fails to satisfactorily fulfill any obligations of this Agreement other than compensation, the party alleging the breach must notify the other party by certified mail, indicating in specific details the nature and basis of the breach. The party to whom the complaint is addressed will have forty-five (45) days to cure the alleged breach. If the breach cannot be cured within this time, the non -breaching party may terminate this Agreement on forty-fifth (45th) day. 7.3 All accounts will be settled on a prorated basis in the event of early termination of this Agreement. SECTION 8. SEVERABILITY. If any term or provision of this Agreement is found to be void or invalid, such invalidity will not affect the remaining terms or provisions of this Agreement, which will continue in full force and effect. SECTION 9. INDEMNIFICATION. 9.1 City agrees to defend, indemnify and hold harmless College, its officers, agents and employees, from any and all damages or claims whatsoever by reason of City's negligent operation or maintenance of the Jule bus service. College agrees to promptly give notice of any and all damages or claims against College under this section to permit City and/or its insurance carrier to investigate and defend the same. 9.2 College agrees to defend, indemnify and hold harmless City, its officers, agents and employees, from any and all damages or claims whatsoever by reason of College's negligence with respect to the Jule bus service. City agrees to promptly give notice of any and all damages or claims against City under this section to permit College and/or its insurance carrier to investigate and defend the same. SECTION 10. GOVERNING LAW AND VENUE. This Agreement is governed by, construed, and enforced in accordance with the laws of the State of Iowa. The parties agree, for any claim or judicial proceedings for whatever reason relating to this Agreement to designate Dubuque County, Iowa as the appropriate venue for the hearing of these claims or judicial proceedings, to the exclusion of any other judicial district or jurisdiction that may have the right to hear such dispute. SECTION 11. PARAGRAPH HEADINGS. The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. SECTION 12. MODIFICATION. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party and attached to the original of this Agreement. SECTION 13. PARTIES BOUND. This Agreement binds and inures to the benefit of and applies to the respective successors and assigns of the parties. All references in this Agreement to College or City shall be deemed to refer to and include successors and assigns of College or City without specific mention of such successors or assigns. SECTION 14. FORCE MAJEURE. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, walk outs, labor troubles, orders of civil authorities, unavailability or excessive price of fuel or equipment, significant United States or State of Iowa Department of Transportation funding reductions, power failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Agreement, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. SECTION 15. ENTIRE AGREEMENT. All prior proposals, understandings, and other agreements, whether oral or written between the parties that relate to this subject matter are hereby superseded and merged into this Agreement. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both parties. SECTION 16. NOTICE. All notices, demands, or other writings in this Agreement provided to be given or made or sent, or which may be given or made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: To City: To College: Candace Eudaley-Loebach, Director of Transportation Services City of Dubuque 950 Elm St Dubuque, Iowa 52001 University of Dubuque Attn: Mick Miyamoto 2000 University Ave Dubuque, Iowa 52001 The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided. In witness whereof, the parties hereto have caused this Agreement to be signed by duly authorized representatives the day and year aforesaid. THE CITY OF DUBUQUE UNIVERSITY OF DUBUQUE ATTEST: Bv: Kevin irnstahl, City Clerk By: Dr. Mick Miyamoto Date: 1/15/18 By: TRANSPORTATION AGREEMENT BETWEEN CLARKE UNIVERSITY AND THE CITY OF DUBUQUE, IOWA This Agreement ("Agreement"), made this!'day of rfvfth, 2018, is by and between City of Dubuque ("City"), through its Jule Transit System, and Clarke University ("College"). Whereas, the City is a municipal transit utility, with a principal mailing address of 950 Elm St, Dubuque, Iowa, 52001; and the College is an educational institution with a principal mailing address of 1550 Clarke Drive, Dubuque, Iowa, 52001; and Whereas, the City provides regular service over established routes during published hours and at published frequencies; and Whereas, the City bus service provides a. satisfactory means of transporting college students to and from the. College campus to destinations in the community; and Whereas, use of the City bus service by College students is advantageous to the College in terms of maximizing services and Whereas, Clarke University's' participation in the College Route Program (CRP) is contingent upon the approval of fees to pay for it. Now, therefore, be it resolved that the College wishes to encourage the use of the City bus service by College students. In exchange for the mutual covenants of the Agreement, it is understood by and between the parties hereinafter as follows: SECTION 1. UNLIMITED ACCESS PRIVILEGES FOR STUDENTS. 1.1 A current College Student Identification Card (CSIC) shall be valid for transportation seven (7) days a week, during all scheduled hours, on all City bus routes. A CSIC shall be accepted as proof of pre -paid bus fare when presented by the students. Students with disabilities who are unable to utilize the City fixed -route buses will have comparable access to paratransit services, called the City minibus. Eligibility for this service shall be based upon the criteria established by the American's with Disabilities Act. Students presenting a current and valid City ADA Minibus ID Card in addition to their CSIC shall not be charged a fare. 1.2 The College agrees to establish appropriate procedures to assure that one and only one CSIC is distributed to each student enrolled at the college. If validation becomes an issue, the City and the College will mutually agree to an alternative to the identification card. 1.3 A CSIC is not transferable and not for resale, and shall be forfeited and confiscated if misused or presented for transportation by any person other than the person to whom it is 1 issued. If a CSIC is forfeited, it will be returned immediately to the college. Any person violating these terms or conditions may be subject to disciplinary action or prosecution by the City and/or the College. 1.4 The City will provide the College with a template file including first name, last name and student ID number. The College will return the completed template to the City showing active student ID numbers at the beginning of each semester. The City will Toad the file to the Jule onboard computers to ensure that only students enrolled for the current semester receive the benefits of the CRP. SECTION 2. SERVICES. 2.1 The City shall provide its established and regularly publicized bus service and any additional bus service it may activate. 2.2 The City shall also operate additional campus -oriented bus service, known as the Nightrider. 2.3 The services provided under this Agreement will be open to all members of the general public at all times on an equal basis. SECTION 3. TERM OF AGREEMENT. The term of this Agreement shall be July 1, 2018 through June 30, 2019. The City may provide the service in successive years subject to mutually agreeable re -negotiation of a contract each year. If the College desires to continue this program for a subsequent year, the City must receive written notification of this intent and expected levels of service by January 15, 2019. SECTION 4.. COMPENSATION, For the bus services provided herein, the College shall pay to the City $18,980.00 according to the following payment schedule: 1/2 College Share October 1, 2018 $9,490.00 1/2 College Share March 1, 2019 $9,490.00 SECTION 5. RECORDS. The City will keep ridership records of CRP usage and provide ridership reports to the College at the. conclusion of each semester. The College and the City will work cooperatively to obtain and share any other information deemed necessary by either or both parties. SECTION 6. ADMINISTRATION. 6.1 The College does not have, and will not exercise any control over the City's operation in connection with providing bus service. The College will not exercise any control or supervision whatsoever over the drivers of the buses used in said service. These drivers are City employees and are subject to supervisions and control by the City only. The drivers are not agents or employees of the College. 6.2 Administration and management of the CRP are the sole responsibility of the City. 6.3 Marketing and promotion of the CRP are the mutual responsibility of the City and the College and both parties will incur administrative and management costs related to this responsibility. The parties will work cooperatively to develop a marketing plan to market the CRP. The College will be responsible for marketing the CRP to students except that the transit manager will approve all CRP marketing materials that contain, or reference, the City trademark, images or properties. 6.4 The parties will cooperatively establish administrative policies and procedures that will effectively safeguard the interests of both parties. SECTION 7. TERMINATION. 7.1 If the College fails to makepayment, as outlined in Section 5 above, the College will be in default. The City will provide the College with thirty (30) days to cure this default by compensating the City fully for the amount that is past due under the Agreement. If the College fails to cure the default during this thirty (30) day period, the City, in its sole discretion, may terminate this Agreement on the thirtieth (30th) day. If such termination occurs, the College's CSIC and FSRC will not be honored by City on its buses, and the City will have the right to make legal claim for those monies outstanding, plus actual attorney's fees and costs. In the event of such termination, the City will not be liable to the College for any claimed damages, personal or property, including any consequential damages, resulting from the Toss of bus services under this Agreement. 7.2 If at any ,time during the term of this Agreement, either party fails to satisfactorily fulfill any obligations of this Agreement other than compensation, the party alleging the breach must notify the other party by certified mail, indicating in specific details the nature and basis of the breach. The party to whom the complaint is addressed will have forty-five (45) 'days to cure the alleged breach. If the breach cannot be cured within this time, the non -breaching party may terminate this Agreement on forty-fifth (45th) day. 7.3 All accounts will be settled on a prorated basis in the event of early termination of this Agreement. SECTION 8. SEVERABILITY. If any term or provision of this Agreement is found to be void or invalid, such invalidity will not affect the remaining terms or provisions of this Agreement, which will continue in full force and effect. SECTION 9. INDEMNIFICATION. 9.1 City agrees to defend, indemnify and hold harmless College, its officers, agents and employees, from any and all damages or claims whatsoever by reason of City's negligent operation or maintenance of the Jule bus service. College agrees to promptly give notice of any and all damages or claims against College under this section to permit City and/or its insurance carrier to investigate and defend the same. 9.2 College agrees to defend, indemnify and hold harmless City, its officers, agents and employees, from any and all damages or claims whatsoever by reason of College's negligence with respect to the Jule bus service, City agrees to promptly give notice of any and all damages or claims against City under this section to permit College and/or its insurance carrier to investigate and defend the same. SECTION 10. GOVERNING LAW AND VENUE. This Agreement is governed by, construed, and enforced in accordance with the laws of the State of Iowa. The parties agree, for any claim or judicial proceedings for whatever reason relating to this Agreement to designate Dubuque County, Iowa as the appropriate venue for the hearing of these claims or judicial proceedings, to the exclusion of any other judicial district or jurisdiction that may have the right to hear such dispute. SECTION 11. PARAGRAPH HEADINGS The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. SECTION 12. MODIFICATION. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party and attached to the original of this Agreement. SECTION 13. PARTIES BOUND. This Agreement binds and inures to the benefit of and applies to the respective successors and assigns of the parties. All references in this Agreement to College or City shall be deemed to refer to and include successors and assigns of College or City without specific mention of such successors or assigns. SECTION 14. FORCE MAJEURE. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, walk outs, labor troubles, orders of civil authorities, unavailability or excessive price of fuel or equipment, significant United States or State of Iowa Department of Transportation funding reductions, power 'failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Agreement, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. SECTION 15. ENTIRE AGREEMENT. All prior proposals, understandings, and other agreements, whether oral or written between the parties that relate to this subject matter are hereby superseded and merged into this Agreement. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both parties. SECTION 16. NOTICE. All notices, demands, or other writings in this Agreement provided to be given or made or sent, or which may be givenor made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: To City: Candace Eudaley-Laebach, Director of Transportation Services City of Dubuque 950 Elm St Dubuque, Iowa 52001 To College: Clarke University Attn: Kate Zanger 1550 Clarke Drive Dubuque, lowa 52001 The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided. In witness whereof, the parties hereto have caused this Agreement to be signed by duly authorized representatives the day and year aforesaid. THE CITY OF DUBUQUE CLARKE UNIVERSITY By: f By: 1( )/0015/614--. Mayo oy Buol Date: Date: 1— 31-- IF ATTEST: B K in Firns ahi, r ity Clerk By: TRANSPORTATION AGREEMENT BETWEEN LORAS COLLEGE. AND THE CITY OF DUBUQUE, .IOWA This Agreement ("Agreement"), made this ah'clay 00/03.42018, is by and between City of Dubuque ("City"), through its Jule Transit System, and Loras College ("College"). Whereas, the City is a municipal transit utility, with a principal mailing address of 950 Elm St, Dubuque, Iowa, 52001; and the College is. an educational institution with a principal mailing address of 1450 Alta Vista, Dubuque, Iowa, 52001; and Whereas, the City provides regular service over established routes during published hours and at. published frequencies; and Whereas, the City bus service provides a satisfactory means of transporting college students to and from the College campus to destinations in the community; and Whereas, use of the City bus service by College students is advantageous to the College in terms of minimizing .the need for the College to construct costly parking facilities; and Whereas, College students' participation in the College Route Prograrn (CRP) is contingent upon the approval of fees to pay for it. Now, therefore, be it resolved that the College wishes to encourage the use of .the City bus service by College students. In exchange for the mutual covenants of the Agreement, it is understood by and between the parties hereinafter as follows; SECTION 1. UNLIMITED ACCESS PRIVILEGES FOR STUDENTS. 1.1 A current College Student Identification Card (CSIC) shall be valid for transportation seven (7) days a week, during all scheduled hours., on all City bus routes. A CSIC shall be accepted as proof of pre -paid bus fare when presented by the students. Students with disabilities who are unable to utilize the City fixed route buses will have comparable access to paratransit services, called the City minibus. Eligibility for this service shall be based upon the criteria established by the American's with Disabilities Act. Students presenting a current and valid City ADA Minibus ID Card in addition to their CSIC shall not be charged a fare. 1.2 The College agrees to establish appropriate procedures to assure that one and only one CSIC is distributed to each student enrolled at the college. If validation becomes an issue, the City and the College will mutually agree to an alternative to the identification card. 1 1.3 A CSIC is not transferableand not for resale, and shall be forfeited and confiscated if misused or presented for transportation by any person other than the person to whom it is issued. If a CSIC is forfeited, it will be returned immediately to the college. Any person violating these terms or conditions may be subject to disciplinary action or prosecution by the City and/or the College. 1.4 The City will provide the College with a template file including first name, last name and student ID number. The College will return the completed :template to the City showing active student ID numbers at the beginning of each semester. The. City will load thefile to the Jule onboard computers to ensure that only students enrolled for the current semester receive the benefits of the CRP. SECTION 2. SERVICES. 2.1. The City shall provide its established aid regularly publicized bus service and any additional bus service it may activate. 2.2 The City shall also operate additional campus -oriented bus service, known as the Nightrider. 2.3 The services provided under this Agreement will be open to .all members of the general public at all times on an equal basis. SECTION 3. TERM OF AGREEMENT. The term of this Agreement shall be July 1, 2018 through June 30, 2019. The City may provide the service in successive years subject to mutually agreeable re -negotiation of a contract. each year. If the College desires to continue this program for a subsequent year, the City must receive written notification of this intent and expected levels of service by January 15, 2019.. SECTION 4. COMPENSATION. For the bus services provided herein, the College shall pay to the City $29,800.00 according to the following payment schedule: 1/4 College Share 1/4 College Share 1/4 College Share 1/4 College Share September 1, 2018 December 1, 2018 March 1, 2019 May 1, 2019 $7,450.00. $7,450.00 $7,450.00 $7,450.00 SECTION 5. RECORDS. The City will keep ridership records of CRP usage and provide ridership reports to the College at the conclusion of each semester. The College and the City will work cooperatively to obtain and share any other information deemed necessary by either or both parties. SECTION 6. ADMINISTRATION.. 6.1 The College does not have, and will not exercise any control over the City's operation in connection with providing bus service. The College will not exercise any control or supervision whatsoever aver the drivers of the buses used in said service. These drivers are City employees and are subject to supervisions and control by the City only. The drivers are not agents or employees of the College. 6.2 Administration and management of the CRP are the sole responsibility of the City. 6.3 Marketing and promotion of the CRP are the mutual responsibility of the City and the College and both parties will incur administrative and management costs related to this responsibility. The parties will work cooperatively.to' develop a marketing plan to market the CRP. The College will be responsible for marketing the CRP to students except that the transit manager will approve all CRP marketing materials that contain, or reference, the City trademark, images or properties. 6.4 The parties will cooperatively establish administrative policies and procedures that will effectively safeguard theinterests of both parties'. SECTION 7. TERMINATION. 7.1 If the College fails to makepayment, as outlined in Section 4 above, the College will be in :default. The City will provide the College with thirty (30) days to cure this default by compensating the City fully for the amount that is past due under the Agreement. If the. College fails to cure the default during this: thirty (30) day period, the City, in its sole discretion,, may terminate this Agreement on the thirtieth (30th) day. If such termination occurs, the College's CSIC will not be honored by City on its buses, and the City will have the right to make legal claim for those monies outstanding, plus actual attorney's fees and costs. In the event of such termination, the City will not be liable to the College for any claimed damages, personal or property, including any consequential damages, resulting from the loss Of bus servicesunder this Agreement. 7.2 If at any time during the term of this Agreement, either party fails to satisfactorily fulfill any obligations of this Agreementother than compensation, the party alleging the breach must notify the other party by certified mail, indicating in specific details the nature and basis of the breach. The party to whom the complaint is addressed will have forty-five (45) days to cure the alleged breach. If the breach cannot be cured within this time, the non -breaching party may terminate this Agreement on forty-fifth (45th) day. 7.3 All accounts will be settled on a prorated basis in the event of early termination. of this Agreement. SECTION 8. SEVERABILITY. If any term or provision of this Agreement is found to be void or invalid, such invalidity will not affect the remaining terms or provisions of this Agreement, which will continue in full force and effect. SECTION 9. INDEMNIFICATION. 9..1 City agrees to defend, indemnify and hold harmless College, its officers, agents and employees, from any and all damages or claims whatsoever by reason of City's negligent operation or maintenance.. of the Jule bus service. College agrees to promptly give notice of any and all damages or claims against College under this section to permit City and/or its insurance carrier to investigate and defend the same, 9.2 College agrees todefend, indemnify and hold harmless City, its officers, agents and employees, from any and all damages or claims whatsoever by reason of College's negligence with respect to the Jule bus service. City agrees to promptly give notice of any and all damages or claims against City under this section to permit College and/or its insurance carrier to investigate and defend the same.. SECTION 10. GOVERNING LAW AND VENUE. This Agreement is governed by, construed, and enforced in accordance with the laws of the State. of Iowa. The parties agree, for any claim or judicial proceedings for whatever reason relating to this Agreement to designate Dubuque County, Iowa as the appropriate venue for the hearing of these claims or judicial proceedings, tothe exclusion of any other judicial district or jurisdiction that may have the right to hear such dispute. SECTION 11. PARAGRAPH HEADINGS. The titles to the paragraphs of this Agreement, are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. SECTION 12. MODIFICATION. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party and attached to the original of this Agreement. SECTION 13. PARTIES BOUND. This .Agreement binds and inures to the .benefit of and applies to the respective successors and assigns of the parties. All references in this Agreement to College or City shall be deemed to refer to and include successors and assigns of College or City without specific mention of such successors or assigns. SECTION 14. FORCE MAJEURE. In the event that either party hereto shall be delayed or hindered. in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, walk outs, labor troubles, orders of civil authorities, unavailability or excessive price of fuel or equipment, significant United States or State of Iowa Department of Transportation funding reductions, power failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable. control of the party delayed in performing work or doing acts required under the terms of this Agreement, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. SECTION 15. ENTIRE AGREEMENT. All prior proposals, understandings, and other agreements, whether oral or written between the parties that relate to this subject matter are hereby superseded and merged into this Agreement This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both parties. SECTION 16. NOTICE. Ali notices, demands, or other writings in this Agreement provided to be given or made or sent, or which may be given or made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when made inwriting and deposited in the United States mail, registered and postage prepaid, and addressed as follows: To City: Candace Eudaley, Director of Transportation Services City of Dubuque 950 Elm St Dubuque, Iowa 52001 To College: Luras .College Attn: Art Sunleaf 1450 Alta Vista Dubuque, Iowa 52001 The address to which any notice, demand, or other writing may be given or made or sent to any party as above provided may be changed by written notice given by the party as above provided. In witness whereof, the parties hereto have caused this Agreement to be signed by duly authorized representatives the day and year aforesaid. THE CITY OF DJJB.UQUE LORAS COLLEGE. By: ''L/t Mayor ooy Buol. tG . Date: /7! ATTEST: By: Kevin Firns hi, City Clerk By:: Date: By: 21/4//8-