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Transit Management Contract Proposal_ECIAMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Transit Management Contract DATE: April 28, 2010 Four proposals were received in response to a Request for Proposals for transit management services. Dubuque *America City 1 2007 A review committee was established to evaluate the proposals. The committee submitted additional questions to each of the companies responding to the RFP and interviewed all four firms. Economic Development Director Dave Heiar and the RFP Review Committee recommend City Council approval of the selection of ECIA for transit management services. This recommendation is based on ECIA's knowledge of the community and local transit issues, the potential synergy of transit services between KeyLine and the RTA, the creative abilities of current ECIA staff, the ability to enhance transit marketing opportunities, the proposal to rebrand local transit services and ECIA's experience in seeking and obtaining financial resources (grants) for transit related activities. In short, it was the committee's opinion that ECIA's proposal was best tailored to the City's needs and expectations. Based on the proposal, a Keyline Director of Transit will be hired by ECIA to manage the daily operations, maintenance, and employees for the Keyline transit system. ECIA currently has a Director of Transit for Delaware, Dubuque and Jackson County Regional Transit Authority (RTA). A lateral person will be hired to manage the Keyline operations. The Keyline Director will work collaboratively with the RTA Director and the ECIA Transportation Director to successfully analyze and implement improvement strategies and recommendations from the LSC study recently completed in 2009. A Transit Operations Supervisor will also be hired by ECIA to work directly with the day to day operations of the Keyline and RTA transit services. The position will spend 70% of their time on Keyline activities and spend 30% of their time on RTA related operational activities and bill their time to both Keyline and RTA operations respectively. The shared Operations Supervisor will be charged with recommending new methods and procedures and opportunities for Keyline and RTA to save resources and improve services between the two entities. Several ECIA staff members were involved in the LSC Transit Study. They are prepared to assist the City in further analyzing and implementing the recommendations. The conclusion of the LSC Operations Analysis study of 2009 recommended several elements of the final study be implemented first as funding permits. To accomplish this, ECIA would assemble a project implementation team of ECIA staff and City staff to oversee the implementation of these short-term and medium -range improvement activities of the LSC study. ECIA staff will develop a financial analysis of each improvement activity recommended and an implementation timeline for each element as well as an overall timeline for what the team will call the Improvement Level Work Plan for the project implementation team to review and recommend to City management and Council. The contract price for ECIA to manage and market transit, based on a negotiated price, is $290,760 per year. The FY2011 maintenance level Transit operating budget includes $243,105 for transit management. The ECIA contract price is $47,655 more than what is budgeted in FY2011 for transit management. Economic Development Director Dave Heiar is proposing that the Transit FY2011 purchase of two support vehicles for $37,000 and the FY2011 approved improvement package for the replacement of two part-time dispatcher positions with a full -time dispatcher position for $9,841 be delayed until the new management team has an opportunity to re- evaluate these budget items. In discussions with ECIA Director Kelley Deutmeyer, the City and ECIA will be able to share support vehicles with the RTA. In the budget proposal, the full -time dispatcher was also to assume marketing responsibilities. Since this will be part of the contract with ECIA, there is no need for the marketing assistant. These changes in the FY2011 budget will accommodate the proposed contract with ECIA. The initial proposal from ECIA included handling all dispatch services for Keyline. It is not recommended that the City approve that part of the proposal at this time, because there was no cost savings for the City. The committee is recommending additional discussions with ECIA about how to provide a joint dispatch service for the RTA and Keyline to provide a more efficient and cost effective system for both agencies. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM:jh 6 oc1 id Michael C. Van Milligen f/4'1 (Tr1q Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager David Heiar, Economic Development Director Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: David Heiar, Economic Development Director DATE: April 26, 2010 SUBJECT: Transit Management Contract BACKGROUND On February 1, 2010, the City Council authorized an RFP to evaluate transit management options. Following Council authorization of the RFP format, the document was sent to private management firms, including First Transit and ECIA/RTA. DISCUSSION Four proposals were received on March 9 from the following: First Transit — Cincinnati, Ohio PTMNeolia Transportation — Loveland, Ohio ECIA/RTA — Dubuque, Iowa McDonald Transit Associates, Inc. — Fort Worth, Texas Dubuque Imtkil AFanericaaty 11111 ' 2007 A review committee was established to evaluate the proposals. The committee submitted additional questions to these companies and interviewed each of the firms. The committee members were as follows: David Heiar, Economic Development Director Cindy Steinhauser, Assistant City Manager Laura Carstens, Planning Services Director Tim Horsfield, Parking System Supervisor Molly Menster, Human Relations Specialist Russell Stecklein, Police Captain Crenna Brumwell, Assistant City Attorney Ken TeKippe, Finance Director Aaron DeJong, Assistant Economic Development Director The current contract with First Transit provides for a local management team of three full -time persons including a general manager, operations manager and a transportation clerk. The proposals from the four agencies provided an array of management options. Two companies proposed only a general manager (McDonald and PTMNeolia). First Transit proposed to reduce the current staff to two management positions. ECIA proposed a full -time manager and an operations supervisor (70 %). All proposals provided for corporate support staff. Following the interview process, it was the unanimous decision of the committee to recommend that the City contract with ECIA for transit management services. This recommendation is based on ECIA's knowledge of the community and local transit issues, the potential synergy of transit services between Keyline and the RTA, the creative abilities of current ECIA staff, the ability to enhance transit marketing opportunities, the proposal to rebrand local transit services and ECIA's experience in seeking and obtaining financial resources (grants) for transit related activities. In short, it was the committee's opinion that their proposal was best tailored to the City's needs and expectations. ECIA is a "Council of Governments" established in 1974 by City and County governments in a five - county region in eastern Iowa. The agency's primary mission is to provide service and technical assistance to our member governments. As the Metropolitan Planning Organization (MPO) for the region and the management entity for the regional transit system, the committee saw a great deal of synergy and benefits between the services provided by ECIA and the management of Keyline Transit. ECIA assumed management of the Delaware, Dubuque, and Jackson County Regional Transit Authority in 2005 at the request of the Project Concern and RTA Boards of Directors with approval from the ECIA Council. ECIA staff was responsible for developing and implementing the transition plan. ECIA explored various management models and visited several other transit entities to determine the best management scenario for the RTA and ECIA. Through the research it was determined that ECIA should employ the Director of Transit Operations, the support staff and dispatchers. The RTA assumed employment of all the RTA drivers with ECIA as the management entity for the drivers. Since the management transition, ECIA staff have taken all accounting functions in -house for the RTA; a total of 13 inter -city routes and four intra -city routes were created and funded through approximately $100,000 in federal grants secured by ECIA for the RTA; federal grants totaling more than $300,000 purchased six light duty bus replacements; and DRA grants and fundraising provided more than $60,000 in local match necessary to purchase the buses. A Public Transit Infrastructure Grant totaling $880,000 allowed the RTA to construct a 16,000 square foot administrative office, storage and maintenance facility on Seippel Road just two years into the management agreement with ECIA. A State grant allowed ECIA to create the position of Mobility Coordinator who primarily supports the transit marketing and outreach services as well as assists the transit and transportation staff in grant funding initiatives. Based on the proposal, a Keyline Director of Transit will be hired by ECIA to manage the daily operations, maintenance, and employees for the Keyline transit system. ECIA currently has a Director of Transit for Delaware, Dubuque and Jackson County 2 Regional Transit Authority (RTA). A lateral person will be hired to manage the Keyline operations. ECIA will advertise to fill the position immediately upon notification of a contract award for Keyline management. ECIA will form a search committee of City of Dubuque and ECIA personnel to interview and select a candidate to fill the Keyline Director position within ECIA. ECIA will encourage City of Dubuque participation in the selection process and will seek input from City of Dubuque staff at annual review time for the Keyline Director. It is ECIA's goal to maintain a very open line of communication with City of Dubuque management regarding the performance of the person hired for this position. The Keyline Director will work collaboratively with the RTA Director and the ECIA Transportation Director to successfully analyze and implement improvement strategies and recommendations from the LSC study recently completed in 2009. A Transit Operations Supervisor will also be hired by ECIA to work directly with the day to day operations of the Keyline and RTA transit services. The position will spend 70% of their time on Keyline activities and spend 30% of their time on RTA related operational activities and bill their time to both Keyline and RTA operations respectively. The shared Operations Supervisor will be charged with recommending new methods and procedures and opportunities for Keyline and RTA to save resources and improve services between the two entities. ECIA has very experienced and creative staff that will act as support staff to assist in the management transition process and the daily management of Keyline on an as needed basis. ECIA staff have core departmental responsibilities but several staff are part of the general administrative staff and provides supportive services to other departments as needed. Staff that will be available to assist in the Keyline management are as follows: Kelley Deutmeyer, the Executive Director of ECIA, will oversee the Keyline management transition as well as further research and implementation of the recommendations for service improvements in the LSC study completed in 2009. Kelley was a member of the committee that worked with LSC to provide local input. She often challenged the committee to be creative when looking at potential service options. Lisa Weinhold, the Director of Finance and Human Resources, will be involved with developing and monitoring expense and revenue patterns for the Keyline budget. Christine Mergen, the Finance Assistant, will assume the current Keyline Transportation Clerk responsibilities which include administering federal and state operating grants; quarterly and year -end reports; assist dispatchers with operational statistics; bi- weekly payroll; maintain data for the National Transit Database year -end report; and will assist with miscellaneous reports. Mark Munson is the Director of Transit Operations for the RTA. He played an integral role in the management transition of the RTA from Project Concern to ECIA. Mark is responsible for the planning, prioritizing, scheduling, assigning, 3 directing, supervising and evaluating the RTA staff and oversees the RTA driver based and dispatch staff for the Delaware, Dubuque and Jackson County Regional Transit Authority (RTA). Mark too was involved in the LSC study and is a member of the Transit Action Group. Mark will assist with the management transition and implementation of the LSC study recommendations. Coordination among providers was a recommendation of the LSC study and of previous transit studies. Chandra Ravada, ECIA Transportation Director, works closely with the transit agencies in the five county region programming transit funds for capital related projects. Chandra will assist with the management transition for Keyline and will continue to assist in coordination efforts among the transit providers, the MPO and the RTA. Chandra was also involved in the LSC study and the Smart City activities for the City of Dubuque and will assist in the implementation of the transit study recommendations. Bridgett Bartlett was hired by ECIA through a Department of Transportation Grant in August of 2009 as the Mobility Coordinator. Bridgett is developing a coordination program for human service transportation by collaborating with community organizations that provide such services throughout the three - county region. She researches needs and demands for users, identifies funding alternatives, reviews regulatory processes; facilitates communications between agencies; and develops incentives to encourage agency participation as needed. She is also responsible for strengthening the network of human service providers in the three - county area in order to provide increased mobility in the region. Bridgett is responsible for leading the Transit Action Group for the region. Bridgett will continue to act as a liaison with the service providers and will lead the Green Ride Connection pilot program which requires coordination among Keyline and the RTA. Stacie Scott has been with ECIA as Dispatcher since April 2009. She plays an integral part of the transition team. She has three years of experience as a dispatcher at Keyline transit and remains as an on -call dispatcher for the City. Stacie is responsible for assisting the Director of Transit Operations by directing, coordinating and reviewing the schedule and dispatch work of the dispatching staff. She provides general assistance to the public in preparing service requests and to the Transit Director in developing routes, schedules and other service changes. Stacie will act as a liaison to the dispatch staff between ECIA and Keyline and will assist in cross training staff. She will suggest improvements for efficiencies in dispatch to the Director of Transit Operations and ECIA management. Denise Hefel is the Finance Assistant/Network Administrator at ECIA. Denise played a vital role in the management transition for the RTA from Project Concern to ECIA. She is very familiar with transit related reporting and accounting. Prior to working at ECIA, she was the bookkeeper for Project 4 Concern and was responsible for transit related accounting and reporting. Denise will be available during the management transition as well as ongoing management to assist with draws, accounting, reporting or payroll and will provide backup and support to the Finance Assistant. Marla Quinn is currently the Grants and Development Coordinator for the agency. Her experience is in writing and editing grant proposals. She provides marketing, administrative, grant writing and planning assistance for all departments. She has vast experience in working with city and county officials and the public on projects, proposals and grants. She has designed and created all of ECIA and the RTA's marketing materials as well as their websites. She is responsible for maintenance of the ECIA, EIRHA and RTA's websites. Marla was the lead on the bus wrap project for the RTA creating a bus wrap design for the Accessmyfuture website. Marla will act as the lead for all Keyline marketing activities and will assist in creating and developing a new brand for Keyline as recommended in the LSC study. She will also assist with grant writing activities for Keyline. Candace Eudaley is the Regional Economic Development and Sustainability Coordinator. Candace is responsible for the marketing activities for Prosperity Eastern Iowa and assists with the overall ECIA marketing activities. Recently she took on the role of Sustainability Coordinator for ECIA with the development of the Petal Project. Candace designed and developed the Petal Project and the Petal Project marketing materials including the website. She also worked closely with Marla Quinn to design the RTA bus wraps that ECIA has been using for the past year to market the Accessmyfuture website. Candace will assist with the marketing activities for Keyline including the rebranding of the system. As the Sustainability Coordinator for ECIA, she will also assist with the Green Ride Connection pilot program and will continue her efforts with the Petal Project encouraging the use of public transit, biking and ride sharing. She will also be involved in grant writing activities as it relates to Keyline, RTA and sustainability. ECIA stresses listening to customers; dealing with issues as they arise; and working to prevent issues from happening. The agency's policy is to create a welcoming atmosphere. ECIA prepares staff with the training and power to address customer needs as they arise. When asked about the agency's philosophy of customer service, ECIA's response was "You only get one chance to make a first impression. We listen to our customers. Staff is instructed that it is not always about right and wrong with customers. Sometimes, clients just want you to listen. Do whatever is possible to meet their request. If it is impossible, be adaptable and work with them to come up with a solution. Work to build long -term customer relationships by anticipating, listening to, understanding, and meeting or exceeding our customers' needs. It is important to bring energy to everything we do — if a task needs to be done, it needs to be done well. Finally, tailor service to meet individual needs, paying particular attention to people from diverse cultures and those with special needs." ECIA believes that practicing outstanding customer service will make it easier to attract and keep customers. Practicing outstanding internal service makes it easier to attract and keep good 5 employees. Employees who practice outstanding internal service find it easier to keep and enhance their careers. As an organization, ECIA is committed to partnerships and collaboration. ECIA staff works across departments and as a team to complete projects capitalizing on individual strengths. Their philosophy is to utilize the skills and strengths of staff and partners to address comprehensive solutions to challenges in the region. ECIA has many partnerships. The proposal from ECIA included many letters of support including letters from the following organizations: Four Oaks Community Circle of Care Dubuque County Empowerment Crescent Community Health Center Hillcrest Family Services Hills & Dales In addition, ECIA is very experienced in grant writing and seeking public and private grant dollars to support the transit system. Some of their funded transit related grants have already been mentioned in this memorandum. ECIA was also awarded a state grant to create the position of Mobility Coordinator who primarily supports the transit marketing and outreach services as well as assists the transit and transportation staff in grant funding initiatives. ECIA has already successfully secured $400,000 in grant funding for the City of Dubuque from the Iowa Clean Air Attainment Program (ICAAP) to fund the implementation of the Medical Loop project recommended in the Operations Analysis. The grant was written by ECIA staff and funding will be available for October 1, 2010. The City of Dubuque and its partners including ECIA requested federal U.S. Department of Transportation (DOT) TIGER funds to implement a comprehensive, regional sustainable transportation strategy, which will service as a model for communities with populations under 200,000. The City of Dubuque has partnered with IBM to create the first Smart City in the United States. ECIA has been involved in the planning and grant writing efforts for this project. The RTA has volunteered to be a pilot project for a new initiative, Green Ride Connect, which the Iowa Department of Transportation will be implementing in Iowa with transit systems. Green Ride is a web based rideshare solution that enables commuters to easily and quickly locate carpool partners and helps organizations achieve sustainability and greenhouse gas reduction objectives. The benefits of the program are to increase commuter participation through the use of ride matching software; offers a multi -modal commuting approach integrating park -n- rides, bus, rail, bike and walking; and helps to achieve climate action, sustainability and greenhouse gas reduction goals. The DOT is working with two pilot transit systems and intends to have the pilots up and running in the next six months. ECIA has requested Keyline to be part of the pilot project. 6 Another element of ECIA's proposal includes a comprehensive training program. ECIA encourages and believes in training and professional development for its employees. ECIA will annually budget for professional subscriptions, participation in local, state and national conferences and professional development activities. The Office of Public Transit (OPT) administers the rural transit Assistance Program (RTAP) along with state funding programmed by the Iowa DOT each year to sponsor fellowships and to conduct/coordinate transit training sessions for the transit community. Training opportunities will be available to all public transit personnel and transit staff. As noted, several ECIA staff members were involved in the LSC Transit Study. They are prepared to assist the City in further analyzing and implementing the recommendations. The conclusion of the LSC Operations Analysis study of 2009 recommended several elements of the final study be implemented first as funding permits. To accomplish this, ECIA would assemble a project implementation team of ECIA staff and City staff to oversee the implementation of these short-term and medium -range improvement activities of the LSC study. ECIA staff will develop a financial analysis of each improvement activity recommended and an implementation timeline for each element as well as an overall timeline for what the team will call the Improvement Level Work Plan for the project implementation team to review and recommend to City management and Council. While the project implementation committee will develop a specific timeline, the general expectation of ECIA is to complete the implementation of the short-term and medium -range elements within the first five years of assuming management responsibilities. This will allow ample time to thoroughly analyze each improvement activity, develop the specific implementation steps, inform policy makers and the general public and disseminate information regarding the service changes in advance of the start date of the revised service. The First Transit proposal offered the City a lease /purchase agreement to replace our aged fixed route buses with smaller more fuel efficient vehicles. If we hope to change the image of our transit system (rebrand) to attract new riders, we will need to upgrade our fleet. ECIA has already begun to evaluate lease /purchase options that might be available to the City. ECIA is committed to assisting the City of Dubuque with the management of Keyline and to collaborating with the RTA to provide a more efficient and comprehensive service in the City of Dubuque. The committee sees this management contract as a way to continue to build on a relationship that has been mutually productive and beneficial. The proposed management contract with ECIA is similar to our current contract. Major elements of the contract are as follows: • Staffing ➢ Transit Director (100 %) ➢ Transit Operations Supervisor (70 %) ➢ ECIA Director (10 %) Attachments D Keyline Finance Assistant (40 %) D Director of Finance and Human Resources (5 %) D Grants and Development Coordinator (5 %) D Sustainability Coordinator (5 %) D RTA Transit Director (5 %) D Transportation Director (5 %) D RTA Lead Dispatcher (7 %) D Mobility Coordinator (5 %) • Monthly contract price $24,230 • One year agreement with 4 additional 1 year terms unless either party gives a 90 day notice. BUDGET IMPACT The contract price for ECIA to manage and market transit, based on a negotiated price, is $290,760 per year (copy attached). The FY2011 maintenance level Transit operating budget includes $243,105 for transit management. The ECIA contract price is $47,655 more than what is budgeted in FY2011 for transit management. I am proposing that the Transit FY2011 purchase of two support vehicles for $37,000 and the FY2011 approved improvement package for the replacement of two part-time dispatcher positions with a full -time dispatcher position for $9,841 funded by an ICAAP grant be delayed until the new management team has an opportunity to re- evaluate these budget items. In discussions with Kelley Deutmeyer, Director of ECIA, we will be able to share support vehicles with the RTA, if necessary. In the budget proposal, the full -time dispatcher was also to assume marketing responsibilities. Since this will be part of our contract with ECIA, we will not need the marketing assistant. These changes in the FY2011 budget will accommodate the proposed contract with ECIA. The initial proposal from ECIA included handling all dispatch services for Keyline. We are not recommending that the City approve that part of the proposal at this time, because there was no cost savings for the City. The committee is recommending that we pursue additional discussions with ECIA about how we can work together to provide a joint dispatch service for the RTA and Keyline to provide a more efficient and cost effective system for both agencies. RECOMMENDATION /ACTION STEP Is for the City Council to approve the attached resolution authorizing the Mayor to sign a transit management contract with ECIA. A copy of the proposed contract is attached. F: \USERS \Econ Dev \Transit \Transit RFP 2010\20100426 Memo Council Transit Management Contract.doc 8 RESOLUTION NO. 153-10 A RESOLUTION APPROVING THE SELECTION OF EAST CENTRAL INTERGOVERNMENTAL ASSOCIATION (ECIA) FOR TRANSIT MANAGEMENT SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN APPROPRIATE CONTRACT FOR SAID MANAGEMENT CONTRACT. Whereas, the City of Dubuque, Iowa has identified the need for a transit management company; and Whereas, a Request for Proposals solicited consultant services to provide transit management for Keyline Transit; and Whereas, East Central Intergovernmental Association (ECIA) is recommended to provide transit management services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the selection of East Central Intergovernmental Association (ECIA) as the consultant to provide management of the City's Transit Department is hereby approved. Section 2. That the Mayor is hereby authorized to execute, on behalf of the City Council of the City of Dubuque, Iowa, a contract with East Central Intergovernmental Association (ECIA) for a five year transit management contract for the following amounts; Att st: Year 1 (2010 -2011) Year 2 (2011 -2012) Year 3 (2012 -2013) Year 4 (2013 -2014) Year 5 (2014 -2015) Passed, approved and adopted this 3rd day of May, 20 eanne F. Schneider, City Clerk $ 24,230.00 per month $ 25,441.50 per month $ 26,713.58 per month $ 28,049.26 per month $ 29,451.73 per month F: \USERS \Econ Dev \Transit \ECIA \20100426 ECIA Transit Management Resolution.doc Roy T Buol, Mayor MANAGEMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND EAST CENTRAL INTERGOVERNMENTAL ASSOCIATION This Agreement, dated for reference purposes the 3 day of May, 2010, by and between the City of Dubuque, Iowa (Client), and East Central Intergovernmental Association (ECIA). SECTION 1. EMPLOYMENT AND ACCEPTANCE. Client hereby engages ECIA as an independent contractor to manage the operation of Client's public transit system (Transit System), including additions to and extensions thereof, as provided herein. ECIA agrees to supply such services. SECTION 2. DESIRED RESULT. The desired result to be achieved by ECIA is management of the Transit System under Client's policies and in a way which will provide the quality and quantity of service as determined from time to time by the Client. ECIA will not, however, be expected to achieve results beyond the limits of the funding and other resources made available to it for management of the Transit System. SECTION 3. SCOPE OF SERVICES OF ECIA. ECIA shall furnish management services as reasonably required by Client and necessary to assist Client in the efficient operation of the Transit System under the policies, standards, and procedures established by Client, and within the scope of this Agreement. The management to be furnished includes, but shall not be limited to, assisting Client in carrying out the functions of transit planning, marketing, real estate management, equipment and building utilization and maintenance, security, routes, scheduling, fares, service standards, purchasing, accounting, budgeting, safety, insurance and claims, employee selection, training, and discipline per Client guidelines, labor negotiations (excluding interest arbitration), public relations, equipment selection, grant applications, and all other normal managerial functions reasonably required in the day -to -day operation of the Transit System. SECTION 4. COMMENCEMENT AND TERM. The effective date of this Agreement is the 1 day of July, 2010, regardless of the date of execution, and this Agreement shall continue from the effective date for a term of one (1) year through the 30" day of June, 2011. This Agreement shall be extended for four (4) additional one (1) year terms, unless either party gives the other party not Tess than ninety (90) days written notice prior to the expiration of the original or subsequent terms, of such party's desire to terminate the contract. SECTION 5. PERSONNEL. ECIA shall furnish a Director of Transit Operations, and a Transit Operations Supervisor who shall be selected with the assistance of a Client and ECIA Selection Committee, with approval by both the Client and ECIA, and who shall serve 1 at the expense of ECIA and provide the active management of the Transit System for and on behalf of Client. The Director of Transit Operations shall reside within the corporate limits of the City of Dubuque, Iowa. Management of the Transit System shall be the full - time job of the Director of Transit Operations. A. Total personnel who will provide management assistance per this Agreement include: • Director of Transit Operations (100 %) • Transit Operations Supervisor (70 %) • ECIA Director (10 %) • Keyline Finance Assistant (40 %) • Director of Finance and Human Resources (5 %) • Grants and Development Coordinator (5 %) • Sustainability Coordinator (5 %) • RTA Transit Director (5 %) • Transportation Director (5 %) • RTA Lead Dispatcher (7 %) • Mobility Coordinator (5 %) B. ECIA shall be solely responsible for the compensation of the Director of Transit Operations (100% City Transit), Transit Operations Supervisor (70% City Transit), Finance Assistant (40% Keyline Transit), and other transit management staff required as part of this Agreement C. Client shall be the employer and assume the employment of all employees, other than ECIA personnel, and all labor and other contractual obligations necessary for the operation of the Transit System. All collective bargaining agreements or other employment agreements and amendments thereto negotiated by ECIA shall be submitted to Client for approval. SECTION 6. ADVISORY AND TECHNICAL ASSISTANCE. ECIA shall furnish advisory and technical assistance, at the Transit System or elsewhere, as may be reasonably required to assist the Director of Transit Operations in the management of the Transit System at no additional cost. Such advisory and technical assistance shall include, but will not be limited to, those relating to the managerial functions identified in Section 3. SECTION 7. COMPENSATION. ECIA's fee for the services to be rendered pursuant to this Agreement shall be as follows: PERIOD FEE Year 1 $24,230.00 per month Year 2 $25,441.50 per month Year 3 $26,713.58 per month Year 4 $28,049.26 per month 2 Year 5 $29,451.73 per month Payment shall be made by Client to ECIA on or before the 15th day of each month for that month's management fee. In the event this Agreement becomes effective or terminates during a calendar month, the fee due ECIA will be prorated on a daily basis. Client shall pay interest at the rate of 1.0 % per annum on any balance outstanding beyond the fifteen (15) day period. SECTION 8. EQUIPMENT, FACILITIES, AND SERVICES. Subject to Paragraph 5, Client shall furnish, at its expense and without cost to ECIA, for the use of ECIA all necessary office space, utilities, furniture, equipment, supplies, materials, communication services, legal services, postage, secretarial and clerical help, and such automobile transportation and related parking as Client determines may be reasonably necessary for the management of the Transit System. SECTION 9. REVENUE. Revenue derived from the operation of the Transit System, whether from passengers or from other sources, shall be and remain from the initial receipt thereof, the absolute property of Client. The handling and treatment of such revenue, including the banking thereof, and the accounting therefore, shall be as directed by Client. ECIA, on behalf of Client, shall receive, collect, and deposit all of the aforesaid revenue collected in its operations in the manner directed by Client. ECIA shall keep and maintain the supporting documentation of the operation of the Transit System in conformity with the requirements and at the direction of Client. ECIA shall submit to Client full and complete monthly or other operating reports as Client shall reasonably require. SECTION 10. TITLE TO PROPERTY. All real estate, buildings, equipment, buses, motor vehicles, and all materials and supplies determined by Client to be reasonably necessary for the operation of the Transit System shall be furnished by Client and shall remain the property of Client. All property of any kind, hereinafter acquired and determined by Client to be reasonably necessary for performance of the Transit System operations, shall be acquired at Client's expense and shall be and remain the property of Client. SECTION 11. PURCHASING OF EQUIPMENT AND SUPPLIES. ECIA shall advise Client from time to time regarding the types and amounts of software, materials, supplies, tools, and equipment, including fleet vehicles, needed for use in the operation or maintenance of the Transit System. ECIA shall make recommendations as to the type, quantity, and amount of materials, supplies, and equipment to be purchased, and such purchases shall be made in Client's discretion and pursuant to Client's purchasing policy. SECTION 12. AUDIT AND INSPECTION OF RECORDS. ECIA shall permit the authorized representatives of Client to inspect and audit all local data and records of ECIA reasonably relating to its performance under this Agreement. To the extent that federal or state funds are involved, the right to inspection and audit shall extend to authorized repre- 3 sentatives of the United States Department of Transportation, the Comptroller General of the United States, and the applicable state offices, if any. SECTION 13. BUDGETS AND PROJECTIONS; FARES AND SCHEDULES. ECIA shall prepare or assist in the preparation of the necessary annual budgets and projections as are required by Client and agree to furnish periodic reports and recommendations to Client relating to service extensions, route planning, and service policies. SECTION 14. THIRD PARTY LIABILITY. Client shall indemnify, defend, and hold harmless ECIA, its parent, subsidiaries, affiliates, officers, directors, shareholders, agents, servants, employees, and assigns (collectively, "ECIA ") from and against any and all loss, liability, claims, damage, or expenses (including, but not limited to, attorneys' fees) arising out of, or related to, the management or operation of the Transit System, other Client operations or businesses, or in any way associated with this Agreement, caused by the negligence or intentional misconduct of Client, its officers, agents, or employees. SECTION 15. INSURANCE. ECIA shall, during the term of this Agreement, provide insurance as- set-forth -in- the - attached- Insurance Schedule. SECTION 16. INDEMNIFICATION. ECIA shall defend, indemnify, and hold Client, its officers, agents, and employees, harmless from and against any and all claims of any kind arising out of or related to the negligence or intentional misconduct of ECIA in the performance of this Agreement. SECTION 17. LEGAL COUNSEL. Subject to Section 16, it shall be the responsibility of Client to handle all legal matters of the Transit System. SECTION 18. FORCE MAJEURE. ECIA shall not be liable to Client for any failure, delay, or interruption of service or for any failure or delay in the performance of any obligation under this Agreement due to strikes, walkouts, acts of God, governmental restrictions, enemy action, civil commotion, unavoidable casualty, unavailability of fuel or parts, or other similar acts beyond the reasonable control of ECIA. SECTION 19. NO PERSONAL LIABILITY. No officer, director, or employee of Client or ECIA shall be personally liable for the fulfillment of the conditions of this Agreement. SECTION 20. DEFAULT. In case of a breach of any material provision hereunder, the nonbreaching party shall give the other party prompt written notice of such breach, setting forth the facts in reasonable detail. In the event that the breaching party has not cured such breach within ninety (90) days (or in case of breaches which require a longer period to cure, has failed to commence upon such cure within said period and thereafter to diligently proceed with the same to completion), the nonbreaching party shall have the right to terminate this Agreement without further notice. ECIA shall only be paid for the work 4 performed up to the date of termination, plus its expenses incurred in fulfilling the obligations set forth above. This Agreement shall also be terminable for cause at the option of the other party if any party is adjudicated bankrupt; is subjected to the appointment of a receiver and fails to have such a receiver removed within ninety (90) days; has any of its property attached and fails to remove such attachment within ninety (90) days; becomes insolvent; or, for a period of ninety (90) days, is unable to pay its debts as the same become due, upon ninety (90) days notice. SECTION 21. SECTION 13(c) AGREEMENT. ECIA agrees to abide by the terms and conditions of any agreement entered into by Client or its agents or contractors pursuant to Section 13(c) of the Urban Mass Transportation Act of 1964, as amended, in the performance of its obligations hereunder. SECTION 22. INTEREST OF PUBLIC OFFICIALS. No member, officer, or employee of any public body, during his tenure, or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the benefits thereof. SECTION 23. INTEREST OF MEMBERS OF CONGRESS. No member of, or delegate to, the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom. SECTION 24. NON - DISCRIMINATION. In connection with carrying out this Agreement, ECIA shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, disability, sexual orientation, or gender identity. ECIA will take affirmative action to promote employment and treatment during employment, without regard to race, creed, color, sex, age, national origin, disability, sexual orientation, or gender identity. Such action shall include, but not be limited to, employment and promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay, other forms of compensation, and selection for training including apprenticeship. The applicable provisions of the Presidential Executive Order 11246, as amended, relating to Equal Employment Opportunity are incorporated by reference herein. SECTION 25. ASSIGNMENT. This Agreement shall not be assigned, transferred, hypothecated, or pledged by either party without the prior written consent of the other party. However, this Agreement shall be binding upon the successors or assigns of the respective parties. SECTION 26. ASSUMPTION OF LIABILITY. Upon the expiration or termination of this Agreement, the Client or its designee shall immediately and automatically assume responsibility for the payment and performance of all outstanding obligations and liabilities arising out of the operation of the Transit System; and the Client shall indemnify, defend, 5 and hold ECIA harmless from any and all liability, responsibility, or cost arising out of such obligations. SECTION 27. NOTICE. Notice to ECIA means notice in writing addressed to ECIA's local Director of Transit Operations at the local address of the Transit System, and to the Executive Director of ECIA and mailed by ordinary mail to the following address: Director of Transit Operations Keyline Transit 2401 Central Avenue Dubuque, IA 52001 Executive Director East Central Intergovernmental Association 7600 Commerce Park Dubuque, IA 52002 Notice to the Client means notice in writing personally delivered to: Economic Development Director City Hall 50 West 13 Street Dubuque, IA 52001 With a copy mailed by ordinary mail to the following address: City Attorney 300 Main Street, Suite 330 Dubuque IA 52001 SECTION 28. APPLICABLE LAW. Subject to the required federal regulations as set forth in Exhibit A, this Agreement shall be governed by the laws of the state in which the Client resides. SECTION 29. CLEAN AIR AND WATER ACTS. ECIA shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 1857(h)), Section 50B of the Clean Water Act (33 USC 1368), Executive Order 11738, and Environmental Protection Agency Regulations (40 CFR, Part 15), .which prohibit the use under non - exempt federal contracts, grants, or loans of facilities included on the EPA List of Violating Facilities. ECIA shall report all violations to UMTA and to the USEPA Assistant Administrator for Enforcement (EN -329). 6 SECTION 30. CONSERVATION. ECIA shall recognize mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC Section 6321 et seq.). SECTION 31. SEVERABILITY AND INTENT. Should any part of this Agreement be declared to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision will not affect the validity of the remainder of this Agreement, which will continue in full force and effect. Except as is expressly provided herein, this Agreement is not intended to be a third party beneficiary Agreement and confers no rights on anyone other than the Client and ECIA. SECTION 32. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties, with respect to the subject matter, and supersedes any previous understandings, representations, commitments, or agreements, oral or written. No provision of this Agreement may be waived except by a writing signed by the party to be charged, nor may this Agreement be amended except by a writing executed by both parties. If any provision, or portion thereof, of this Agreement is, or becomes, invalid under any applicable statute or rule of law, it shall be deemed stricken and the remainder of this Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers. CITY OF DUBUQUE, IOWA ECIA By: Roy D. Buol Mayor Attest: Kelley Deutmeyer Executive Director Attest: Jeanne F. Schneider City Clerk 7 By: Merrill Smock Board Chair EXHIBIT A FEDERAL REQUIREMENTS 1) Program Fraud and False or Fraudulent Statements and Claims. The contractor acknowledges and agrees as follows: A. The Contractor acknowledges that the requirements of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U. S. C. §3801 et al. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to the Project. Accordingly, by signing the Contract or Subcontract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or it may make pertaining to the covered by the Contract. In addition to other penalties that may be applicable, the Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the Contractor to the extent the Federal Government deems appropriate. B. The Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government in connection with an urbanized area formula project financed with Federal assistance authorized by 49 U.S.C. §5307, the Government reserves the right to impose on the Contractor the penalties of 18 U.S.C. §1001 and 49 U.S.C. § 5307(n)(1), to the extent that the Federal Government deems appropriate. C. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 2) Federal Changes. Contractor shall at all times comply with all applicable FTA regulations, policies, procedures, and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA(2) dated October 1995) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 3) Civil Rights Requirements. The following requirements apply to the underlying contract: A. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §6102, Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. §12132, and Federal Transit Law at 49 U.S.C. §5332, the Contractor agrees that it will not discriminate against any employee or applicant for 8 employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. B. Equal Employment Opportunity. The following equal employment opportunity requirements apply to the underlying contract: 1. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act as amended, 42 U.S.C. §2000e, and Federal Transit Laws at 49 U.S.C. §5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et al., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. §2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 2. Age. In accordance with Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §623 and Federal Transit Law at 49 U.S.C. §5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S. C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 9 4) Title VI. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor ") agrees as follows: A. Compliance with Regulations. The contractor shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, CFR, Part 21, as they may be amended from time to time, (hereinafter referred to as the regulations), which are herein incorporated by reference and made a part of this contract. B. Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the regulations, including employment practices when the contract covers a program set forth in Appendix 8 of the regulations. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports. The contractor shall provide all information and reports required by the regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the purchaser or the Federal Transit Administration (FTA) to be pertinent to ascertain compliance with such regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor shall so certify to the purchaser, or the FTA as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Compliance. In the event of the contractor's noncompliance with nondiscrimination provisions of this contract, the purchaser shall impose contract sanctions as it or the (Name of the Appropriate Administration) may determine to be appropriate, including, but not limited to, withholding of payments to the contractor under the contract until the contractor complies, and /or cancellation, termination, or suspension of the contract, in whole or in part. 10 5) Termination Provisions. A. Termination for Default [Breach or Cause] (General Provision) If the contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the contractor fails to perform in the manner called for in the contract, or if the contractor fails to comply with any other provisions of the contract, the purchaser may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the Purchaser that the contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the contractor, the purchaser, after setting up a new delivery of performance schedule, may allow the contractor to continue work, or treat the termination as a termination for convenience. B. Opportunity to Cure (General Provision) The purchaser in its sole discretion may, in the case of a termination for breach or default, allow the contractor (an appropriately short period of time) in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If contractor fails to remedy to purchaser's satisfaction the breach or default or any of the terms, covenants, or conditions of this contract within [ten (10) days] after receipt by contractor or written notice from purchaser setting forth the nature of said breach or default, purchaser shall have the right to terminate the contract without any further obligation to contractor. Any such termination for default shall not in any way operate to preclude purchaser from also pursuing all available remedies against Contractor and its sureties for said breach or default. C. Waiver of Remedies for Any Breach In the event that Purchaser elects to waive its remedies for any breach by contractor of any covenant, term, or condition of this contract, such waiver by purchaser shall not limit purchaser's remedies for any succeeding breach of that or of any other term, covenant, or condition of this contract. 6) Requirements for Disadvantaged Business Enterprises (DBE). The Federal Fiscal Year goal has been set by (Grantee) in an attempt to match projected procurements with available qualified disadvantaged businesses. Purchaser goals for budgeted service contracts, bus parts, and other material and supplies for DBE have been established by 11 purchaser as set forth by the DOT Regulations 49 C.F.R. Part 23, March 31, 1980, and amended by Section 106(c) of the Surface Transportation Assistance Act of 1987, and is considered pertinent to any contract resulting from this request for proposal. If a specific DBE goal is assigned to this contract, it will be clearly stated in the special specifications, and if the contractor is found to have failed to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, purchaser may declare the contractor noncompliant and in breach of contract. If a goal is not stated in the special specifications, it will be understood that no specific goal is assigned to this contract. A. Policy - It is the policy of the DOT and purchaser that DBE, as defined in 49 CFR Part 23, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of contract financed in whole or in part with federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 23 and Section 106(c) of the STURAA of 1987, apply to this Contract. The contractor agrees to ensure that DBEs as defined in 49 CFR Part 23 and Section 106(c) of the STURAA of 1987, have the maximum opportunity to participate in the whole or in part with federal funds provided under this Agreement. In this regard, the contractor shall take all necessary and reasonable steps in accordance with the regulations to ensure that DBEs have the maximum opportunity to compete for and perform subcontracts. The contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age, or physical handicap in the award and performance of subcontracts. It is further the policy of Purchaser to promote the development and increase the participation of businesses owned and controlled by disadvantaged. DBE involvement in all phases of Purchaser procurement activities are encouraged. B. DBE Obligation - The contractor and its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Agreement. In that regard, all contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 as amended, to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DBE's in the work provided, purchaser may declare the contractor noncompliant and in breach of contract. The contractor will keep records and documents for a reasonable time following performance of this contract to indicate compliance with purchaser DBE program. These records and documents will be made available at reasonable times and places for inspection by any authorized representative of purchaser and will be submitted to purchaser upon request. Purchaser will provide affirmative assistance as may be reasonable and 12 necessary to assist the prime contractor in implementing their programs for DBE participation. The assistance may include the following upon request: ■ Identification of qualified DBE • Available listing of Minority Assistance Agencies • Holding bid conferences to emphasize requirements DBE Program Definitions, as used in the contract: a. "Disadvantaged business" means a small business concern: 1. Which is at least fifty -one percent (51 %) owned by one (1) or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least fifty -one percent (51%) of the stock of which is owned by one (1) or more socially and economically disadvantaged individuals; and 2. Whose management and day business operations are controlled by one (1) or more of the socially and economically disadvantaged individuals who own it; or 3. Which is at least fifty -one percent (51 %) owned by one (1) or more women individuals, or in the case of any publicly owned business, at least fifty -one percent (51 %) of the stock of which is owned by one (1) or more women individuals; and 4. Whose management and daily business operations are controlled by one (1) or more women individuals who own it. b. "Small business concern" means a small business as defined by Section 3 of the Small Business Act and Appendix B - (Section 106(c)) Determinations of Business Size. c. "Socially and economically disadvantaged individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and States (or lawfully admitted permanent residents) and who are black Americans, Hispanic Americans, Native Americans, Asian - Pacific Americans, Asian - Indian Americans, or women, and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section g(a) of the Small Business Act. d. "Black Americans ", which includes persons having origins in any of the Black racial groups of Africa; e. "Hispanic Americans ", which includes persons of Mexican, 13 Puerto Rican, Cuba, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; f. "Native Americans', which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; g. "Asian- Pacific Americans ", which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of Pacific, and the Northern Marianas; h. "Asian- Indian Americans ", which includes persons whose origins are from India, Pakistan, and Bangladesh. 7) Environmental Protection. The contractor agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U. S.C. §4321 et seq. in accordance with Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low - Income Populations," 59 Fed. Req. 7629, Feb. 16, 1994; FTA statutory requirements on environmental matters at 49 U.S.C. §5324(b); Council on Environmental Quality Regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; and joint FHWA/FTA Regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622. 8) Energy Conservation. The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 9) Privacy. To the extent that the contractor, any third party contractor at any tier, any subrecipient at any tier, or their employees administer any system of records on behalf of the Federal Government, the contractor agrees to comply with, and assures the compliance of each affected third party contractor at any tier, each affected subrecipient at any tier, and their employees with the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552, (the Privacy Act). Specifically: A. Consent of Federal Government. The contractor agrees to obtain the express consent of the Federal Government before it or its subcontractors, or any of their employees operates a system of records on behalf of the Federal Government. B. Acknowledgment of Civil and Criminal Penalties. The contractor acknowledges that the requirements of the Privacy Act, including the civil and criminal penalties for violations of the Privacy Act apply to those individuals administering a system of records for the Federal Government under the Project, and that failure to comply with the Privacy Act may result in termination of the contract. 14 10) Access to Records and Reports. The following access to records requirements apply to this contract: A. Where the purchaser is not a state but a local government and is the FTA recipient or a subgrantee of the FTA recipient in accordance with 49 C.F.R. 18.36(i), the contractor agrees to provide the purchaser, the FTA Administrator, the Comptroller General of the Unites States or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309, or 5311 B. Where the purchaser is a state and is the FTA recipient or a subgrantee of the FTA recipient in accordance with 49 C.F.R. 633.17, contractor agrees to provide the purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309, or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. C. Where any purchaser which is the FTA recipient or a subgrantee of the FTA recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the contractor shall make available records related to the contract to the purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. D. The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 11) Access to Records. The Contractor agrees to maintain all books, records, accounts, and reports required under this contract for a period of not less than three (3) years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case contractor agrees to maintain same until the purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims, or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 15 12) Clean Air. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §7401 et seq. Specifically: A. To report each violation to the purchaser and understand and agree that the purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. B. To include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by the FTA. 13) Clean Water. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et. seq. The contractor agrees to report each violation to the (Grantee) and understands and agrees that the state will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 14) Notification of Federal Participation. I n the announcement of any third party contract award for goods or services (including construction services) having an aggregate value of $500,000 or more, the Contractor agrees to specify the amount of Federal assistance to be used in financing that acquisition of goods and services and to express the amount of that Federal assistance as a percentage of the total cost of that third party contract. 15) 13(c) and Transit Employee Protective Arrangements. The contractor agrees to comply with applicable transit employee protective requirements as follows: A. General Transit Employee Protective Requirements. To the extent that FTA determines that transit operations are involved, the contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U. S.C. §5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this Subsection, however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. §5310(a)(2), or for projects for non urbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in Subsections (b) and (c) of this clause. B. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. §5310(a)(2) for Elderly Individuals and Individuals with Disabilities. If the 16 contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. §5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. §5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the contractor agrees to carry out the project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. §5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. C. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. $5311 in Nonurbanized Areas. If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U. S.C. §5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. The contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 16) Charter Service Operations. The Contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. 17) School Transportation Operations. Pursuant to 69 U. S.C. 5323(0 and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. 18) Access Requirements for Individuals with Disabilities. The Contractor agrees to comply with the requirements of The Americans with Disabilities Act (ADA), 42 U.S.C. 12101 et seq., including but not limited to the regulatory provisions of 49 CFR Parts 27, 37 and 39. 17 19) Drug Abuse and Testing Requirements. The contractor agrees to participate in purchaser's drug and alcohol program established in compliance with 40 FR 653 and 654. The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States DOT or its operating administrations, the State Oversight Agency to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. The Contractor agrees further to certify annually its compliance with Parts 653 and 654 and to submit the Management Information System (MIS) reports annually. To certify compliance the Contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. 20) Disputes. Disputes arising in the performance of this contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Purchaser's representative. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the next higher chain of command. In connection with any such appeal, the contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of this person shall be appealable to an arbitrator. Performance During Dispute. Unless otherwise directed by purchaser, contractor shall continue performance under this contract while matters in dispute are being resolved, unless dispute involves a past due payment owed to Contractor uncured within ninety (90) days, in which case contractor may discontinue performance. Claims for Damages. Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents, or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies. Unless this contract provides otherwise, all claims, counterclaims, disputes, and other matters in question between the purchaser and the contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the state in which the purchaser is located. Rights and Remedies. The duties and obligations imposed by the contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by the purchaser or contractor shall constitute a waiver of any right or duty afforded any of them under the contract, nor shall any such action or failure to act constitute an approval of or 18 acquiescence in any breach thereunder, except as may be specifically agreed in writing. 21) Incorporation of FTA Terms. The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D, dated April 15, 1996, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The contractor shall not perform any act, failure to perform any act, or refuse to comply with any purchaser requests which would cause purchaser to be in violation of the FTA terms and conditions. 19 CERTIFICATION REGARDING LOBBYING PURSUANT TO 49 CFR PART 20 Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [contractor] certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in Paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104 -65, to be codified at 2 U.S.C. 1601, et seq.)] 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. §1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. §1352(c)(t)- (2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shaft be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The contractor, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the contractor understands and agrees that the provisions of 31 U.S.C. §3801, et seq., apply to this certification and disclosure, if any. 20 Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date 21 CERTIFICATION OF PRIMARY PARTICIPANT REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS The Primary Participant (applicant for an FTA grant or cooperative agreement, or Potential Contractor for a major third party contract), certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency, 2. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction, violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in Paragraph (2) of this certification; and 4. Have not within a three (3) year period preceding this application /proposal had one or more public transactions (Federal, State or local) terminated for cause or default. (If the primary participant (applicant for an FTA grant, or cooperative agreement, or potential third party contractor) is unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certification.) THE PRIMARY PARTICIPANT (APPLICATION FOR AN FTA GRANT OR COOPERATIVE AGREEMENT, OR POTENTIAL CONTRACTOR FOR A MAJOR THIRD PARTY CONTRACT), CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET. SEQ. ARE APPLICABLE THERETO. Signature of Contractor's Authorized Official Date 22 Typed Name and Title of Contractor's Authorized Official The undersigned chief counsel for the hereby certifies that the has authority under State and local law to comply with the subject assurances and that the certification above has been legally made. Signature of Applicant's Attorney Date Typed Name of Applicant's Attorney 23 INSURANCE SCHEDULE C INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES TO THE CITY OF DUBUQUE 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating of A better in the current A.M. Best Rating Guide. 2. All policies of insurance shall be endorsed to provide a thirty (30) day advance notice of cancellation to the City of Dubuque, except for ten (10) day notice for non- payment, if cancellation is prior to the expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the coverage required in Paragraph 6 below. Such Certificates shall include copies of the following endorsements: a. Commercial General Liability policy is primary and non - contributing. b. Commercial General Liability additional insured endorsement. c. Governmental Immunities Endorsement. shall also be required to provide Certificates of Insurance of all subcontractors and all sub - subcontractors who perform work or services pursuant to the provisions of this contract. Said certificates shall meet the same insurance requirements as required of 4. Each certificate shall be submitted to the contracting department of the City of Dubuque. 5. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. Contractor shall be required to carry the following minimum coverage /limits or greater if required by law or other legal agreement: a. COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products - Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 24 INSURANCE SCHEDULE C (Continued) INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES TO THE CITY OF DUBUQUE This coverage shall be written on an occurrence form, not claims made form. All deviations or exclusions from the standard ISO commercial general liability form CG 0001 or Business owners BP 0002 shall be clearly identified. Form CG 25 04 03 97 `Designated Location(s) General Aggregate Limit' shall be included. Governmental Immunity endorsement identical or equivalent to form attached. Additional Insured Requirement: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions, and /or authorities and their board members, employees, and volunteers shall be named as an additional insured on General Liability including "ongoing operations" coverage equivalent to ISO CG 20 10 07 04. Automobile $1,000,000 combined single limit. WORKERS COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident $ 100,000 Each Employee Disease $ 100,000 Policy Limit Disease $ 500,000 WRONGFUL ACTS LIABILITY $1,000,000 UMBRELLA/EXCESS LIABILITY * *Coverage and /or limit of liability to be determined on a case -by -case basis by Finance Director. Completion Checklist ❑ Certificate of Liability Insurance (2 pages) ❑ Designated Location(s) General Aggregate Limit CG 25 04 03 97 ❑ Additional Insured CG 20 10 07 04 ❑ Governmental Immunities Endorsement 25 CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non - Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. 5. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 26