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Transit Contract ARC, Mt St F SMEMORANDUM Januaw 12,2004 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Urban Transit Contracts with Area Residential Care, Mount Saint Francis, and Sunnycrest Manor Transit Manager Mark Munson has negotiated agreements with Area Residential Care, Mount Saint Francis and Sunnycrest Manor for the Fiscal Year beginning July 1,2003. The Transit Board approved the contracts on November 13, 2003. Economic Development Director Bill Baum recommends City Council approval of the Urban Transit Contacts with Area Residential Care, Mount Saint Francis and Sunnycrest Manor. I concur with the recommendation and respectfully request Mayor and City Council approval. MiChael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager William J. Baum, Economic Development Director Mark Munson, Transit Manager CITY OF DUBUQUE, IOWA MEMORANDUM Janua~ 12,2004 TO: Mike Van Milligen, City Manager FROM: William J. Baum, Economic Development Director.~~-~'''' SUBJECT: Urban Transit Contracts with Area Residential Care, M'ount Saint Francis, and Sunnycrest Manor INTRODUCTION Mark Munson, Transit Division Manager has provided the enclosed Memorandum requesting City Council approval of the Urban Transit Agreements with the above named agencies for the Fiscal Year beginning July 1, 2003. DISCUSSION Mark has been negotiating agreements with Area Residential Care, Mount Saint Francis, and Sunnycrest Manor in conformance with the recommendation so the Transit Design study completed by Cater Goble Associates. The City has been negotiating the conversion of transit agreements with the Regional Transit Authority and the three agencies, and has been providing the transit services since July 1. The agreements are based on budgeted operating costs for demand response and subscription service. However, the details of the agreements needed to be approved by the boards of these agencies, as well as the Keyline Transit Board. The agreements, $45,729 for Area Residential Care, $24,346 for Mount Saint Francis, and $43,356 for Sunnycrest Manor have been approved and executed by all parties. In FY 05, the contracts will be approved prior to the beginning of the fiscal year. RECOMMENDATION 1 recommend the City Council, by motion, approve the action taken by the Transit Board on November 13, 2003 approving the three contracts. F:\USERS\WBaum\Transit\Memo on transit contracts.doc KeyLLne Transit 2401 Central Avenue Dubuque, Iowa 52001-3302 (563) 589-4196 office (563) 589~340 fax (563) 690-6675 TOD MEMORANDUM December 22, 2003 TO: FR: Subject: Bill Baum, Economic Development Director Mark Munson, Transit Division Manager/[~IN~, Urban Transit Contracts with Area Residential Care, Mount Saint Francis and Sunnycrest Manor INTRODUCTION The purpose of this memorandum is to secure City Council approval of the Urban Transit Agreements with Area Residential Care, Mount Saint Francis and Sunnycrest Manor with KeyLine for the Fiscal Year beginning July 1,2003 and ending June 30, 2004 DISCUSSION Whereas the City of Dubuque has been officially designated as the urban transit system for the city of Dubuque and has vehicles and employees available for transporting persons residing in the city of Dubuque, agreements for urban contract transportation services between various agencies and the Regional Transit Authority were transferred to the KeyLine Transit system as part of the Transit Design recommendations from Carter Goble Associates. Under these urban contract agreements, the KeyLine Transit system agrees to provide public transportation services under expense based contracts prescribed by the Iowa Department of Transportation. Based on budgeted operating costs for demand response and subscription transportation services and estimated levels of service requested by the contracting agencies the estimated contract limits ara $45,729 for Area Residential Care, $24,346 for Mount Saint Francis and $43,356 for Sunnycrest Manor. In addition, $3,124 in capital replacement fees will be collected from these contracts. Service People IntegriiT ResponsibiliW Innovation Teamwork Due to the timing of the initiation of service, the approval of contracts has been delayed this first year. Contracts for FY 2005 will be issued and approved prior to the beginning of the fiscal year. RECOMMENDATION I recommend that these contracts approved by the Transit Board on November 13, 2003 be presented to the City Council for consent at the next available council agenda. Cc: Harry Bemis, Transit Board Chair AGREEMENT FOR TRANSPORTATION SERVICES BETVVEEN AREA RESIDENTIAL CARE AND THE CITY OF DUBUQUE WHEREAS, Area Residential Care (Purchaser) has an interest in provision of transportation services to residents living within the city limits of Dubuque, Iowa; and WHEREAS, The City of Dubuque (City) has been officially designated as the urban transit system for the city of Dubuque, Iowa pursuant to Iowa Code Section 324A. 1 and has vehicles and employees available for transporting persons residing in the city of Dubuque. NOW, THEREFORE, THE PARTIES DO HEREBY MUTUALLY AGREE AS FOLLOWS: A. Purpose and Term 1. The purpose of this Agreement is to arrange for public transit services under the auspices of the designated public transit system. 2. The term of this Agreement shall be from July 1, 2003 through June 30, 2004. Any extension or renewal of this Agreement shall be by amendment to this Agreement as provided herein. 3. This Agreement shall not take effect until approved by the Iowa Department of Transportation, Office of Public Transit. B. Description of Service 1. All transit services shall be provided in vehicles open to the public and without discrimination. 2. Service shall be provided Monday through Friday except on the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day and Christmas Day. 3. Service hours under this Agreement shall be as follows: 4. Service shall be daily, (demand responsive/subscription) transportation within the city of Dubuque, Iowa. 5. Access to service shall be obtained by arranging schedules with City dispatchers within designated procedures for advance reservations. 6. Purchaser acknowledges that City is a member of the Iowa Community Assurance Pool (ICAP) and that City's insurance coverage with ICAP is adequate for purposes of this Agreement. 7. Continuity of services shall be provided through access to spare vehicles. C. Responsibilities of City 1. The parties acknowledge that City Agreement an independent contractor. is for all purposes under this 2. City shall provide and maintain in safe and presentable condition such vehicles as are required to provide the services described above, including backup vehicles. 3. City shall employ and train, clean and courteous personnel as necessary to provide the services described above. Each driver shall have a valid commemial driver's license. 4. City shall conduct drug and alcohol testing of all personnel performing safety sensitive duties under this Agreement. The testing program shall conform to all requirements of the Federal Transit Administration. 5. City shall operate all services described above including scheduling and dispatching support. 6. City shall notify Purchaser in the event of any unavoidable interruption or delay in service. 7. City shall notify Pumhaser of any incidents relating to passengers served under this Agreement. 8. City shall indemnify and hold Purchaser harmless from all losses, damage, claims, demands, liabilities, suits, or proceedings, including court costs, but not including attorneys fees, relating to loss or damage to property or to injury or death of any person arising out of the negligent acts or omissions of City or its officers, employees or agents. 9. City shall maintain accounting and records for all services rendered and shall assure that all persons handling project funds, including passenger revenues, are bonded to levels appropriate for the amounts of funds handled. 10. City shall provide to Purchaser a monthly billing for services rendered in the previous month including a report of units of service provided and revenues credited toward the service from passenger fares and other sources. 11.City shall secure an independent audit of its transportation program including services provided under this Agreement and shall provide a copy of the audit report to purchaser upon request. 12.City shall permit inspection of its vehicles, services, books~ and records by Purchaser or agencies providing funding to Purchaser upon the request of Purchaser. 13. City shall provide information about the availability of the above described services, as well as other services of City to both the target population of this Agreement and the general public. 14. City shall comply with all applicable state and federal laws, including but not limited to, equal employment opportunity laws, nondiscrimination laws, traffic laws, motor vehicle equipment laws, confidentiality laws and freedom of information laws. D. Responsibilities of Purchaser 1. Purchaser shall provide funding as identified in this Agreement based upon the projected difference between operating costs for described 2 services and revenues from passengem and/or from available state and federal transit operating assistance funds. 2. Purchaser shall promptly pay all justified billings under this Agreement. 3. Purchaser shall comply with all state and federal laws regarding nondiscrimination in relation to the services covered by this Agreement. 4. Purchaser shall inform City of any changes affecting the transportation needs of the target population including possible changes in client addresses, activity schedules or weather related program changes by the Purchaser. 5. Purchaser shall assist City as requested in the design and scheduling of transit services to meet the needs of the target population. 6. Purchaser shall assist City as requested in the dissemination of information to the target population regarding the availability of services under this Agreement as well as other transportation services of City. 7. Purchaser shall report to City any costs incurred in carrying out its responsibilities under this Agreement. 8. Purchaser shall defend, indemnify and hold City, its officers, agents and employees harmless for any loss caused by the negligence of Purchaser, its officers, agents or employees in the performance of this Agreement or City's inability to provide services under emergency conditions. E. Compensation 1. Fully-allocated operating costs for services under this Agreement are estimated at $4.50 per dde based on a mutually estimated service level of 13,728 rides. In addition there shall be a capital replacement surcharge of $0.05 per mile which shall be placed in a reserve account for capital purchases of transit equipment. 2. Operating compensation by Purchaser shall be at a rate of $3.33 per ride net any passenger revenues. This reflects a subsidy of $1.17 per ride from federal Job Access/Reverse Commute funds and state transit assistance funds. 3. All passenger revenues shall be applied to the costs of transportation services prior to application of federal transit funding and shall be considered to have expanded the level of services compared to what would be available without such resources. 4. The costs of services under this Agreement identified in E.1 above are based upon assumptions concerning costs of supplies and the existence of other transit service Agreements. Should circumstances change to -significantly increase costs of service under this Agreement, the rate of compensation may/shall be subject to renegotiation. Should circumstances change to reduce actual costs below the estimated level, any surplus funds shall be credited toward transportation services of Purchaser during FY 2005. 5. Billings for services under this Agreement shall be on a reimbursement basis and shall be provided to Purchaser on approximately the 10th day of 3 each month, based on services provided and the passenger revenues collected the previous month. Payment of justified billings shall be due within 30 days of billing. F. Reportin.q 1. Items to report with each monthly billing based on the previous month shall be: Total number of (units) provided Total number of rides provided Total number of miles driven Total passenger revenues collected 2. Items to report at year-end shall be: Total number of units provided Total number of rides provided Total number of miles ddven Total passenger revenues collected Actual fully allocated costs of services Total federal transit assistance credited Total state transit assistance credited Total compensation billed to purchaser 3. Items to report on an on-going basis shall include incidents involving passengers transported under this Agreement and any interruption in service. G. Entire A,qreement 1. This Agreement contains the entire agreement between Pumhaser and City. There are no other agreements or understanding, written or verbal, which shall take precedence over the items contained herein unless made a part of this Agreement by written amendment. H. Amendments 1. Any amendments to this Agreement shall be in wdting and be mutually agreed upon by Purchaser and City. Amendments shall not be effective unless approved by the Iowa Department of Transportation, Office of Public Transit. I. Termination 1. Either party may terminate this Agreement for any reason, with or without cause, by written notice to the other party at least 30 days prior to the date of termination. J. Savinq Clause 1. If any provision of this Agreement is held unenforceable by a court of law, all other previsions shall remain in effect. 4 K. Assignability and Subcontractinq 1. This Agreement may not be assigned by either party without the prior express written approval of the other party and the approval of the Iowa Department of Transportation, Office of Public Transit. 2. No part of the transportation services described in this Agreement may be subcontracted by City without the pdor express written approval of Purchaser. 3. Not withstanding the provisions in K.1. above it is hereby agreed that City may under emergency circumstances determined by City temporarily subcontract any portion of the service if it is deemed necessary by City to avoid a service interruption. Purchaser shall be notified in advance if practicable of such subcontracting of services. Date: City of Dubuque: Date: 5 AGREEMENT FOR TRANSPORTATION SERVICES BETWEEN MOUNT SAINT FRANCIS AND THE CITY OF DUBUQUE WHEREAS, Mount Saint Francis (Pumhaser) has an interest in provision of transportation services to residents living within the city limits of Dubuque, Iowa; and WHEREAS, The City of Dubuque (City) has been officially designated as the urban transit system for the city of Dubuque, Iowa pursuant to Iowa Code Section 324A.1 and has vehicles and employees available for transporting persons residing in the city of Dubuque. NOW, THEREFORE, THE PARTIES DO HEREBY MUTUALLY AGREE AS FOLLOWS: A. Purpose and Term 1. The purpose of this Agreement is to arrange for public transit services under the auspices of the designated public transit system. 2. The term of this Agreement shall be from July 1, 2003 through June 30, 2004. Any extension or renewal of this Agreement shall be by amendment to this Agreement as provided herein. 3. This Agreement shall not take effect until approved by the Iowa Department of Transportation, Office of Public Transit. B. Description of Service.. 1. All transit services shall be provided in vehicles open to the public and without discrimination. 2. Service shall be provided Monday through Fdday except on the following holidays: New Years Day, Memodal Day, Independence Day, Labor Day and Christmas Day. 3. Service hours under this Agreement shall be as follows: 4. Service shall be daily, (demand responsive/subscription) transportation within the city of Dubuque, Iowa. 5. Access to service shall be obtained by arranging schedules with City dispatchers within designated procedures for advance reservations. 6. Pumhaser acknowledges that City is a member of the Iowa Community Assurance Pool (ICAP) and that City's insurance coverage with ICAP is adequate for purposes of this Agreement, 7. Continuity of services shall be provided through access to spare vehicles, C. Responsibilities of City 1. The parties acknowledge that City is for all Agreement an independent contractor. purposes under this 2. City shall provide and maintain in safe and presentable condition such vehicles as are required to provide the services described above, including backup vehicles. 3. City shall employ and train, clean and courteous personnel as necessary to provide the services described above. Each driver shall have a valid commemial driver's license. 4. City shall conduct drug and alcohol testing of all personnel performing safety sensitive duties under this Agreement. The-testing program shall conform to all requirements of the Federal Transit Administration. 5. City shall operate all services described above including scheduling and dispatching support. 6. City shall notify Purchaser in the event of any unavoidable interruption or delay in service. 7. City shall notify Purchaser of any incidents relating to passengers served under this Agreement. 8. City shall indemnity and hold Pumhaser harmless from all losses, damage, claims, demands, liabilities, suits, or proceedings, including court costs, but not including attorneys fees, relating to loss or damage to property or to injury or death of any person arising out of the negligent acts or omissions of City or its officers, employees or agents. 9. City shall maintain accounting and records for all services rendered and shall assure that all persons handling project funds, including passenger revenues, are bonded to levels appropriate for the amounts of funds handled. 10. City shall provide to Purchaser a monthly billing for services rendered in the previous month including a report of units of service provided and revenues credited toward the service from passenger fares and other sources. 11.City shall secure an independent audit of its transportation program including services provided under this Agreement and shall provide a copy of the audit report to purchaser upon request. 12. City shall permit inspection of its vehicles, services, books, and records by Purchaser Or agencies providing funding to Purchaser upon the request of Purchaser. 13. City shall provide information about the availability of the above described services, as well as other services of City to both the target population of this Agreement and the general public. 14. City shall comply with all applicable state and federal laws, including but not limited to, equal employment opportunity laws, nondiscrimination laws, traffic laws, motor vehicle equipment laws, confidentiality laws and freedom of information laws. D..Responsibilities of Purchaser 1. Purchaser shall provide funding as identified in this Agreement based upon the projected difference between operating costs for described 2 services and revenues from passengers and/or from available state and federal transit operating assistance funds. 2. Pumhaser shall promptly pay all justified billings under this Agreement. 3. Pumhaser shall comply with all state and federal laws regarding nondiscrimination in relation to the services covered by this Agreement. 4. Purchaser shall inform City of any changes affecting the transportation needs of the target population including possible changes in client addresses, activity schedules or weather related program changes by the Pumhaser. 5. Pumhaser shall assist City as requested in the design and scheduling of transit services to meet the needs of the target population. 6. Purchaser shall assist City as requested in the dissemination of information to the target population regarding the availability of services under this Agreement as well as other transportation services of City. 7. Pumhaser shall report to City any costs incurred in carrying out its responsibilities under this Agreement. 8. Purchaser shall defend, indemnify and hold City, its officers, agents and employees harmless for any loss caused by the negligence of Pumhaser, its officers, agents or employees in the performance of this Agreement or City's inability to provide services under emergency conditions. E. Compensation 1. Fully-allocated operating costs for services under this Agreement are estimated at $25.11 per hour based on a mutually estimated service level of 1,194 hours. In addition there shall be a capital replacement sumharge of $0.05 per mile which shall be placed in a reserve account for capital purchases of transit equipment. 2. For the first 1,194 hours, operating compensation by Purchaser shall be at a rate of $20.39 per hour net any passenger revenues. This reflects a subsidy of $4.72 per hour from state transit assistance funds. 3. Hours in excess of 1,194 shall require a compensation of $20.39 per hour net any passenger revenues plus $0.05 per mile capital surcharge. 4. All passenger revenues shall be applied to the costs of transportation services prior to application of federal transit funding and shall be considered to have expanded the level of services compared to what would be available without such resources. 5. The costs of services under this Agreement identified in E.1 above are based upon assumptions concerning costs of supplies and the existence of other transit service Agreements. Should cimumstances change to significantly increase costs of service under this Agreement, the rate of compensation may/shall be subject to renegotiation. Should circumstances change to reduce actual costs below the estimated level, any surplus funds shall be credited toward transportation services of Purchaser dudng FY 2005. 6. Billings for services under this Agreement shall be on a reimbursement basis and shall be provided to Pumhaser on approximately the 10th day of 3 each month, based on services provided and the passenger revenues collected the previous month. Payment of justified billings shall be due within 30 days of billing. Reporting Items to report with each monthly billing based on the previous month shall be: Total number of (units) provided Total number of ddes provided Total number of miles driven Total passenger revenues collected Total federal transit assistance credited Total state transit assistance credited 2. Items to report at year-end shall be' Total number of units provided Total number of rides provided Total number of miles driven Total passenger revenues collected Actual fully allocated costs of services Total federal transit assistance credited Total state transit assistance credited Total compensation billed to pumhaser Items to report on an on-going basis shall include incidents involving passengers transported under this Agreement and any interruption in service. G. Entire Aqreement 1. This Agreement contains the entire agreement between Purchaser and City. There are no other agreements or understanding, wdtten or verbal, which shall take precedence over the items contained herein unless made a part of this Agreement by written amendment. H. Amendments 1. Any amendments to this Agreement shall be in writing and be mutually agreed upon by Purchaser and City. Amendments shall not be effective unless approved by the Iowa Department of Transportation, Office of Public Transit. I. Termination 1. Either party may terminate this Agreement for any reason, with or without cause, by written notice to the other party at least 30 days prior to the date of termination. J. Savinq Clause 4 If any provision of this Agreement is held unenforceable by a court of law, all other provisions shall remain in effect. K. Assi.qnability and Subcontractinq 1. This Agreement may not be assigned by either party without the prior express written approval of the other party and the approval of the Iowa Department of Transportation, Office of Public Transit. 2. No part of the transportation services described in this Agreement may be subcontracted by City without the pdor express written approval of Purchaser. 3. Not withstanding the previsions in K.1. above it is hereby agreed that City may under emergency circumstances determined by City temporarily subcontract any portion of the service if it is deemed necessary by City to avoid a service interruption. Purchaser shall be notified in advance if practicable of such subcontracting of services. City of Dubuque: Date: AGREEMENT FOR TRANSPORTATION SERVICES BETWEEN SUNNYCREST MANOR AND THE CITY OF DUBUQUE WHEREAS, Sunnycrest Manor (Purchaser) has an interest in provision of transportation services to residents living within the city limits of Dubuque, Iowa; and WHEREAS, The City of Dubuque (City) has been officially designated as the urban transit system for the city of Dubuque, Iowa pursuant to Iowa Code Section 324A.1 and has vehicles and employees available for transporting persons residing in the city of Dubuque. NOW, THEREFORE, THE PARTIES DO HEREBY MUTUALLY AGREE AS FOLLOWS: A. Purpose and Term 1. The purpose of this Agreement is to arrange for public transit services under the auspices of the designated public transit system. 2. The term of this Agreement shall be from July 1, 2003 through June 30, 2004. Any extension or renewal of this Agreement shall be by amendment to this Agreement as provided herein. 3. This Agreement shall not take effect until approved by the Iowa Department of Transportation, Office of Public Transit. B. Description of Service 1. All transit services shall be provided in vehicles open to the public and without discrimination. 2. Service shall be provided Monday through Friday except on the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day and Christmas Day. 3. Service hours under this Agreement shall be as follows: 4. Service shall be daily, (demand responsive/subscription) transportation within the city of Dubuque, Iowa. 5. Access to service shall be obtained by arranging schedules with City dispatchers within designated procedures for advance reservations. 6. Purchaser acknowledges that City is a member of the Iowa Community Assurance Pool (ICAP) and that City's insurance coverage with ICAP is adequate for purposes of this Agreement. 7. Continuity of services shall be provided through access to spare vehicles. C. Responsibilities of City 1. The parties acknowledge that City is for all purposes under this Agreement an independent contractor. 2. City shall provide and maintain in safe and presentable condition such vehicles as are required to provide the services described above, including backup vehicles. 3. City shall employ and train, clean and courteous personnel as necessary to provide the services described above. Each ddver shall have a valid commercial driver's license. 4. City shall conduct drug and alcohol testing of all personnel performing safety sensitive duties under this Agreement. The testing program shall conform to all requirements of the Federal Transit Administration. 5. City shall operate all services described above including scheduling and dispatching support. 6. City shall notify Purchaser in the event of any unavoidable interruption or delay in service. 7. City shall notify Purchaser of any incidents relating to passengers served under this Agreement. 8. City shall indemnify and hold Purchaser harmless from all losses, damage, claims, demands, liabilities, suits, or proceedings, including court costs, but not including attorneys fees, relating to loss or damage to property or to injury or death of any person arising out of the negligent acts or omissions of City or its officers, employees or agents. 9. City shall maintain accounting and records for all services rendered and shall assure that all persons handling project funds, including passenger revenues, are bonded to levels appropriate for the amounts of funds handled. 10.City shall provide to Purchaser a monthly billing for services rendered in the previous month including a report of units of service provided and revenues credited toward the service from passenger fares and other sources. 11.City shall secure an independent audit of its transportation program including services provided under this Agreement and shall provide a copy of the audit report to purchaser upon request. 12. City shall permit inspection of its vehicles, services, books, and records by Purchaser or agencies providing funding to Purchaser upon the request of Purchaser: 13. City shall provide information about the availability of the above described services, as well as other services of City to both the target population of this Agreement and the general public. 14. City shall comply with all applicable state and federal laws, including but not limited to, equal employment opportunity laws, nondiscrimination laws, traffic laws, motor vehicle equipment laws, confidentiality laws and freedom of information laws. D. Responsibilities of Purchaser 1. Purchaser shall provide funding as identified in this Agreement based upon the projected difference between operating costs for described 2 services and revenues from passengers and/or from available state and federal transit operating assistance funds. 2. Purchaser shall promptly pay all justified billings under this Agreement. 3. Purchaser shall comply with all state and federal laws regarding nondiscrimination in relation to the services covered by this Agreement. 4. Purchaser shall inform City of any changes affecting the transportation needs of the target population including possible changes in client addresses, activity schedules or weather related program changes by the Purchaser. 5. Purchaser shall assist City as requested in the design and scheduling of transit services to meet the needs of the target population. 6. Purchaser shall assist City as requested in the dissemination of information to the target population regarding the availability of services under this Agreement as well as other transportation services of City. 7. Purchaser shall report to City any costs incurred in carrying out its responsibilities under this Agreement. 8. Purchaser shall defend, indemnify and hold City, its officers, agents and employees harmless for any loss caused by the negligence of Purchaser, its officers, agents or employees in the performance of this Agreement or City's inability to provide services under emergency conditions. E. Compensation 1. Fully-allocated operating costs for services under this Agreement are estimated at $24.83 per hour based on a mutually estimated service level of 2,040 hours, in addition there shall be a capital replacement surcharge of $0.05 per mile which shall be placed in a reserve account for capital purchases of transit equipment. 2. For the first 2,040 hours, operating compensation by Purchaser shall be at a rate of $21.25 per hour net any passenger revenues. This reflects a subsidy of $3.58 per hour from state transit assistance funds. 3. Hours in excess of 2,040 shall require a compensation of $21.25 per hour net any passenger revenues plus $0.05 per mile capital surcharge. 4. All passenger revenues shall be applied to the costs of transportation services prior to application of federal transit funding and shall be considered to have expanded the level of services compared to what would be available without such resources. 5. The costs of services under this Agreement identified in E.1 above are based upon assumptions concerning costs of supplies and the existence of other transit service Agreements. Should circumstances change to significantly increase costs of service under this Agreement, the rate of compensation may/shall be subject to renegotiation. Should circumstances change to reduce actual costs below the estimated level, any surplus funds shall be credited toward transportation services of Purchaser dudng FY 2005. 6. Billings for services under this Agreement shall be on a reimbursement basis and shall be provided to Purchaser on approximately the 10th day of 3 each month, based on services provided and the passenger revenues collected the previous month. 7. Payment of justified billings shall be due within 30 days of billing. F. Reporting 1. Items to report with each monthly billing based on the previous month shall be: Total number of (units) provided Total number of rides provided Total number of miles driven Total passenger revenues collected Total federal transit assistance credited Total state transit assistance credited 2. Items to report at year-end shall be: Total number of units provided Total number of ddes provided Total number of miles driven Total passenger revenues collected Actual fully allocated costs of services Total federal transit assistance credited Total state transit assistance credited Total compensation billed to purchaser Items to report on an on-going basis shall include incidents involving passengers transported under this Agreement and any interruption in service. G. Entire Agreement 1. This Agreement contains the entire agreement between Pumhaser and City. There are no other agreements or understanding, written or verbal, which shall take precedence over the items contained herein unless made a part of this Agreement by written amendment. H. Amendments 1. Any amendments to this Agreement shall be in writing and be mutually agreed upon by Purchaser and City. Amendments shall not be effective unless approved by the Iowa Department of Transportation, Office of Public Transit. I. Terminatioq 1. Either party may terminate this Agreement for any reason, with or without cause, by written notice to the other party at least 30 days prior to the date of termination. J. Saving Clause 4 If any provision of this Agreement is held unenforceable by a court of law, all other provisions shall remain in effect. K. Assiqnability and Subcontractinq 1. This Agreement may not be assigned by either party without the prior express written approval of the other party and the approval of the Iowa Department of Transportation, Office of Public Transit. 2. No part of the transportation services described in this Agreement may be subcontracted by City without the prior express written approval of Purchaser. 3. Not withstanding the provisions in K. 1. above it is hereby agreed that City may under emergency circumstances determined by City temporarily subcontract any portion of the service if it is deemed necessary by City to avoid a service interruption. Purchaser shall be notified in advance if practicable of such subcontracting of services. Put~aser ~,~City of Dubuque: I~at~: ./_~/Z_,r//~ ~ Date: 5