Regional Transit Authority Contract_Use of VehiclesMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Contract with RTA for Transit Vehicles
DATE: December 14, 2010
Dubuque
Itiffrd
AII-Amedca City
11111 f
2007
Economic Development Director Dave Heiar is recommending City Council approval of
a contract with the Regional Transit Authority (RTA) for two transit vehicles to be used
in Keyline (The Jule).
concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
David Heiar, Economic Development Director
Michael C. Van Milligen
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: David Heiar, Economic Development Director
DATE: December 14, 2010
SUBJECT: Contract with RTA for Transit Vehicles
Dubuque
krarl
Allamescacny
1 111
2007
BACKGROUND /DISCUSSION
In July 2010, the City Council committed funding to provide local match money to
purchase transit vehicles through a grant awarded to the RTA. The RTA had been
awarded a federal grant for 83% of the cost to purchase two Pinnacle vans however the
RTA did not have the local 17% match ($26,180) to purchase the vehicles. At that time
the City had not received funding from the State of Good Repair or the Clean Fuels
grants to replace our transit fleet.
It was agreed that in return for this investment (local match), these funds would equate
to the lease payments for 4 years or 100,000 mile federal useful life. The City could
continue to lease the vehicles for Keyline use, for the extended useful life at $1.00 per
year.
Budget Director Jenny Larson has indicated that the City has $26,180 of unbudgeted
revenue in FTA funds (FY07 and FY08) that the City will receive from the Illinois DOT
for the East Dubuque mini bus service we are operating.
The vehicles are now ready to be delivered.
RECOMMENDATION /ACTION STEP
I request that the City Council approve the attached contract which formalizes the use of
$26,180 in local match for the RTA to acquire two Pinnacle vans that will be used to
provide transit services in the City of Dubuque.
Attachment
cc: Jenny Larson, Budget Director
Aaron DeJong, Asst. Economic Development Director
Kelley Deutmeyer, ECIA, Executive Director
F: \USERS \Econ Dev \Transit \Council Memos\20101214 Council Memo Contract with RTA Transit Vehicles.doc
MOTOR VEHICLE LEASE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
THE REGIONAL TRANSIT AUTHORITY
DEC 29
This Motor Vehicle Lease Agreement (the Agreement), dated for reference purposes the
20 day of December, 2010 by and between, the Regional Transit Authority hereinafter referred
to as, RTA, and the City of Dubuque, hereinafter referred to as the City.
In consideration of the mutual covenants, promises and representations herein, the
parties agree as follows:
1. MOTOR VEHICLE LEASE AGREEMENT. RTA hereby rents to City for City's use as
described in this Agreement the following described motor vehicle with all accessories
incorporated there or affixed thereto (the Leased Vehicles):
Pinnacle Vans
Sprinter /Pinnacle VIN: WDPPF4CC2A9434999
Sprinter /Pinnacle VIN: WDPPF4CC0A9434998
2. TERM. The term of this Agreement shall be for a period of four (4) years commencing
December 20, 2010 and ending at midnight December 19, 2014, subject however, to any prior
termination as hereinafter provided.
3. RENT. City agrees to pay RTA a lump sum rental fee of $26,180 Dollars, the said rental
amount being due on the first day of the Term. Rent is payable at the office of RTA located at
7600 Commerce Park, Dubuque, Iowa 52002.
4. MAINTENANCE AND REPAIRS. City shall pay for and furnish all maintenance and repairs
to keep the Leased Vehicles in good working order and condition, including satisfying all
manufacturer recommendations and specifications for maintenance, this includes, but is not
limited to: oil, lubricants, tires, batteries and other operating supplies and accessories that are
necessary. At the expiration of this agreement, the City may renew said lease on a continuous
yearly basis at the sum of $1.00 per year. If City fails to perform any said maintenance or
repairs within 14 days of the need for said maintenance or repair, RTA may, at RTA's option
and without limitation, perform such maintenance or repair and City shall repay the cost for
such work incurred by RTA upon demand.
The Leased Vehicles shall be equipped with wheelchair securements, occupant restraints, and
two -way radio equipment. It is the responsibility of City to replace these items as necessary
throughout the Term.
5. REGISTRATION, LICENSE, TAXES, INSPECTION, FEES, EXPENSES. City shall pay all
expenses incurred in the use and operation of the Leased Vehicles, including but not limited to,
license, registration, and title fees, gasoline, oil, anti - freeze, repairs, maintenance, tires,
storage, fines, inspections, assessments, sales or use taxes, if any, and all other taxes as may
be imposed by law from time to time arising from City's use and operation of the Leased
121010djh
Vehicles. City will reimburse and hold RTA harmless for any and all amounts RTA may pay in
satisfaction, release or discharge thereof. City shall permit RTA and /or its designees to
inspect the Vehicles at reasonable times, places and intervals and upon reasonable notice to
City. Each Leased Vehicle shall bear Iowa Transit vehicle license plates and transit system
signage, prominently displayed on the right and left side of the vehicle.
6. USE AND OPERATION. City acknowledges receipt of the Leased Vehicles, and that the
same are in condition satisfactory to City's purposes. The Leased Vehicles shall not be
altered, marked or additional equipment installed without the prior written consent of RTA in
which case City will bear the expense thereof as well as the restoration expenses. City shall
keep the Leased Vehicles free of all taxes, liens, and encumbrances and any sum of money
that may be paid by RTA in release or discharge thereof, including legal costs, shall be paid on
demand by RTA. City shall not use or permit the use of Leased Vehicles in violation of any
federal, state, county or city laws, ordinances, rules or regulations, or contrary to the provisions
of the insurance policy coverage. City, by acceptance of this Agreement, agrees to abide by
the terms hereof and to indemnify RTA for any losses occurring as a result of such use in
violation of said terms, laws, rules and ordinances.
7. INDEMNIFICATION AND INSURANCE. City agrees and will protect, indemnify and hold
harmless RTA and its assignees and agents from and against any and all losses, damages,
injuries, claims, demands and expenses occasioned by, or arising out of, the negligence of City
with respect to the condition, maintenance, use or operation of the Leased Vehicles, including
any accident or other occurrence causing or inflicting injury and /or damage to any person or
property, happening or done, in, upon, or about the Leased Vehicles, or due directly or
indirectly to City's negligence in the performance of this Agreement, or the negligence of City
with respect to the condition, maintenance, use or operation of the Leased Vehicles by City or
any person claiming through or under the City. It is the expressed intention of the parties
hereto, both RTA and City, that the indemnity provided in this provision is indemnity by City to
protect RTA from the consequences of City's own negligence, whether that negligence is the
sole, or concurring cause, of any claimed loss, injury or damage.
The City agrees that it will at all times provide at a minimum the following insurance coverage or
equivalent coverage in the Iowa Communities Assurance Pool in which City is a member:
Liability At Least $6,000,000
Uninsured /Underinsured Motorist $1,000,000.00
The City shall list the RTA on the City's coverage form as titleholder and shall provide the RTA
with a certificate of the requested coverage.
In the event the Leased Vehicles are involved in an accident, damaged, stolen or destroyed by
fire, City shall promptly notify RTA, in writing, within 24 hours and will also comply with all terms
and condition entered in the insurance policies. City agrees to cooperate with RTA, and the
insurance companies in defending against any claims or actions resulting from City's operation
or use of the Vehicles.
The Leased Vehicles shall not be used by any person or entity, in any manner or for any
purpose that would cause any insurance herein specified to be suspended, canceled, or
rendered inapplicable.
8. DAMAGE TO VEHICLES. Should the leased vehicle or any part thereof be so damaged as
to preclude usage for the purpose intended, or makes it economically unfeasible to repair said
condition, City may terminate this agreement upon payment to RTA of the fair market value of
said vehicle, prior to said damage. However, should City be indemnified in an amount less
than the full amount of the insurance coverage, the City will repair or replace the Leased
Vehicles or the damaged part thereof and the proceeds of the insurance recovery shall be
applied to such repair or replacement.
9. TITLE. City acknowledges that this is a lease agreement to use only and that City does not
in any way acquire title to the Leased Vehicles under this Agreement. Without the prior written
consent of RTA, City agrees not to do any act to encumber, convert, pledge, sell, assign,
re -hire, lease, lend, conceal, abandon, give up possession of, or destroy the Leased Vehicles.
10. [Intentionally Left Blank]
11. ASSIGNMENT. Without the prior written consent of RTA or any assignee of RTA, City
agrees not to sublet, mortgage, pledge, sell, assign or otherwise transfer or dispose of this
Agreement. In connection therewith, City agrees this Agreement and the Leased Vehicles
used there under will be subjected to any rights and interest in and to said Leased Vehicles
under any contract RTA has with another regarding title or interests in title.
12. DEFAULT. In any of the following default events:
1) Failure to pay rent herein provided when the same is due and payable and such default
continues for a period of ten (10) days after receipt of notice thereof of City;
2) Failure to comply with any of the material terms or conditions hereof;
3) A proceeding in insolvency or receivership by or against City or its property, or in event
City lessee business, makes an assignment for the benefit of creditors, or if an attachment be
levied or tax lien filed against a Leased Vehicle, or
4) City fails for any reason to comply with the insurance requirements of the Agreement,
then and in those events, or any of them, RTA may, at its option and without prejudice to any
other rights it may have:
a) take possession of Leased Vehicles and for the purpose thereof may enter the
premises on which the Leased Vehicles are located and remove them without court
order or other process of law(damages occasioned by such taking being expressly
waived by City), and thereupon City's right to possession and use of the Leased
Vehicles shall terminate;
b) may but need not use the Leased Vehicles or any portion thereof for such period,
rental, and to such persons or entities as RTA shall elect and shall apply the net
proceeds of any such renting in payment of the rent and other obligations due from City
to RTA hereunder by acceleration or otherwise;
c) may but need not sell the Leased Vehicles or any part thereof at public or private sale
without demand or notice of intention to sell or of sale and shall apply the net proceeds
of any such disposition against the total obligations owed RTA;
d) may deduct all costs and expenses in connection with such retaking, including
insurance, repairs, storage, renting or sale of the Leased Vehicles from the proceeds
derived from such renting or sale;
e) terminate City's rights hereunder as to the Leased Vehicles.
No right or remedy conferred upon or reserved to RTA by this Agreement shall be exclusive of
any other right or remedy herein or by law provided; all rights and remedies conferred upon
RTA by this Agreement or by law shall be cumulative and in addition to every other right and
remedy to.
13. CONSTRUCTION. This Agreement shall be construed and determined in accordance with
the laws of the State of Iowa. Any provision herein prohibited by law shall be ineffective to the
extent of such prohibition without invalidating the remaining provisions of this Agreement.
Words and phrases herein, including any acknowiedgment hereof, shall be construed as in the
singular or plural number, and as [DaSCu|ine, feminine or neuter gender according to the
context.
14. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. However, RTA's
failure at any time to require strict performance by City of any provisions herein shall not waive
or diminish RTA's right to thereafter demand strict compliance therewith or with other provisions
of this Agreement and written waiver by RTA of any default hereunder shall not constitute a
waiver of any other default.
15. ENTIRE AGREEMENT. This Agreement contains the whole agreement of the parties.
None of the CVVeO@OtG, provisions, terms or conditions of this Agreement shall be in any
manner modified, waived, abandoned or amended except by a written instrument duly signed
by the parties or their assignee and delivered to RTA and City or their respective assignees.
16. BINDING. Each and every covenant and agreement herein contained shail extend to and
binding upon the respective successors, heirs, administrators, executors and assigns of the
parties hereto except as may be modified in paragraph 11 hereof.
17. NOTICE. Notices as provided for in this Agreement shall be given to the respective parties
or their assignees at their respective addresses designated herein unless there is notification of
the parties to the other, in writing, of a different address. Such notice shall be deemed to be
given and received when deposited in the United States 08i|, postage prepaid, addressed as
herein designated.
18. TERMINATION OF AGREEMENT. Should this agreement be terminated by default or
agreement of the p@rties, there shall be no reimbursement to either party for the original
purchase price or iocal match contribution.
CITY OF DUBUQUE IOWA
Date:
REG|ONALTRANSITAUTH(JR|TY
Date: ' � ^� /'